<PAGE>

                   UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                   WASHINGTON, D.C.

                                      FORM 10-K

[X]     Annual Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934

For the fiscal year ended     DECEMBER 31, 1997
                          ------------------------------

                                          or

[ ]     Transition Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934

For the transition period from ___________________ to ____________________

Commission file Number            1-988

                               THE COLEMAN COMPANY, INC.
                (Exact name of registrant as specified in its charter)

                      DELAWARE                             13-3639257
          (State or other jurisdiction of               (I.R.S. Employer
          incorporation or organization)               Identification No.)

          2111 E 37TH STREET NORTH, WICHITA, KANSAS                 67219
          (Address of principal executive offices)               (Zip Code)

        Registrant's telephone number, including area code:      316-832-2700
             Securities registered pursuant to Section 12(b) of the Act:

                                                   Name of each exchange
              Title of each class                   on which registered
              -------------------                  ---------------------
         COMMON STOCK, $.01 PAR VALUE             NEW YORK STOCK EXCHANGE

                  SAME CLASS                    THE PACIFIC STOCK EXCHANGE
                                               (unlisted trading privileges)

                  SAME CLASS                       MIDWEST STOCK EXCHANGE
                                               (unlisted trading privileges)

         Securities registered pursuant to Section 12(g) of the Act:     NONE

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  X  Yes      No
                                          ---      ---

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
 
     The aggregate market value of the voting stock of the registrant held by
non-affiliates, based upon the closing sale price of the common stock on March
3, 1998, was approximately $307,672,838.

     As of March 3, 1998, there were 53,610,950 shares of the registrant's
common stock outstanding, of which 44,067,520 shares were held by an indirect
wholly-owned subsidiary of Mafco Holdings Inc.



                        Exhibit Index at pages 39 through 45.


<PAGE>

                      THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

                             1997 FORM 10-K ANNUAL REPORT


                                  TABLE OF CONTENTS


                                        PART I                          Page
                                                                        ----
Item 1.   Business...................................................     3
Item 2.   Properties.................................................     9
Item 3.   Legal Proceedings..........................................    10
Item 4.   Submission of Matters to a Vote of Security Holders........    11

                                      PART II

Item 5.   Market for Registrant's Common Equity and
           Related Stockholder Matters...............................    12
Item 6.   Selected Financial Data....................................    13
Item 7.   Management's Discussion and Analysis of Financial Condition
           and Results of Operations.................................    14
Item 8.   Financial Statements and Supplementary Data................    21
Item 9.   Changes in and Disagreements with Accountants on Accounting
           and Financial Disclosure..................................    21

                                      PART III

Item 10.  Directors and Executive Officers of the Registrant.........    21
Item 11.  Executive Compensation.....................................    25
Item 12.  Security Ownership of Certain Beneficial Owners and 
           Management................................................    36
Item 13.  Certain Relationships and Related Transactions.............    37

                                      PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on 
           Form 8-K..................................................    39
          Signatures.................................................    46




                                       2

<PAGE>

                                     PART I


ITEM 1.    BUSINESS

OVERVIEW

     The Coleman Company, Inc. ("Coleman" or the "Company") is a leading
manufacturer and marketer of consumer products for outdoor recreation and home
hardware use on a global basis.  The Company's products have been sold
domestically and internationally under the Coleman brand name since the 1920s. 
The Company believes its strong market position is attributable primarily to its
well-recognized trademarks, particularly the Coleman brand name, broad product
line, product quality and innovation, and marketing, distribution and
manufacturing expertise.

     The Company has two primary classes of products, outdoor recreation and
hardware.  The Company's principal outdoor recreation products include a
comprehensive line of lanterns and stoves, fuel-related products such as
disposable fuel cartridges, a broad range of coolers and jugs, sleeping bags,
backpacks, daypacks, adventure travel gear, tents, outdoor folding furniture,
portable electric lights, spas, camping accessories and other products.  The
Company's principal hardware products include portable generators, portable and
stationary air compressors, and safety and security products such as smoke
alarms, carbon monoxide detectors and thermostats.  The Company has entered into
a Stock Purchase Agreement dated as of February 18, 1998 (the "CSS Sale
Agreement") with Ranco Incorporated of Delaware ("Ranco") and Siebe plc, the
parent of Ranco, for the sale of Coleman Safety & Security Products, Inc.
("CSS"), which manufactures such safety and security products.  The Company's
products, which are mostly used for outdoor recreation, home improvement
projects, and emergency preparedness, are distributed predominantly through mass
merchandisers, home centers and other retail outlets.

BACKGROUND

     Coleman is a subsidiary of Coleman Worldwide Corporation ("Coleman
Worldwide").  Coleman Worldwide is an indirect wholly-owned subsidiary of CLN
Holdings Inc. ("CLN Holdings"), an indirect wholly-owned subsidiary of New
Coleman Holdings Inc. ("Holdings"), an indirect wholly-owned subsidiary of
MacAndrews & Forbes Holdings Inc. ("MacAndrews Holdings"), a corporation wholly
owned through Mafco Holdings Inc. ("Mafco" and, together with MacAndrews
Holdings, "MacAndrews & Forbes") by Ronald O. Perelman.  Coleman Worldwide owns
44,067,520 shares of the common stock of Coleman which represented approximately
82% of the outstanding Coleman common stock as of December 31, 1997.

     On February 27, 1998, CLN Holdings and Coleman (Parent) Holdings Inc., the
parent company of CLN Holdings, entered into an Agreement and Plan of Merger
(the "CLN Holdings Merger Agreement") with Sunbeam Corporation ("Sunbeam") and a
wholly-owned subsidiary of Sunbeam ("Laser Merger Sub").  The CLN Holdings
Merger Agreement provides that, among other things, Laser Merger Sub will be
merged (the "CLN Holdings Merger") with CLN Holdings.  Pursuant to the CLN
Holdings Merger Agreement, the shares of CLN Holdings' common stock issued and
outstanding immediately prior to the effective time of the CLN Holdings Merger
will be converted into the right to receive in the aggregate 14,099,749 shares
of Sunbeam's common stock and $159,957,756 in cash, without interest.  In
addition, the outstanding $732.0 million principal amount at maturity of Senior
Secured Discount Exchange Notes due 2001 (the "Escrow Notes") of CLN Holdings
will remain an obligation of CLN Holdings following the CLN Holdings Merger.

     Coincident with the execution of the CLN Holdings Merger Agreement, the
Company, Sunbeam and a wholly-owned subsidiary of Sunbeam ("Merger Sub"),
entered into an Agreement and Plan of Merger (the "Coleman Merger Agreement" and
with the CLN Holdings Merger Agreement, collectively the "Merger Agreements"),
providing that, among other things, Merger Sub will be merged (the "Coleman
Merger") with the Company.  Pursuant to the Coleman Merger Agreement, each share
of the Company's common stock issued and 


                                       3

<PAGE>

outstanding immediately prior to the effective time of the Coleman Merger 
(other than shares held by Coleman Worldwide and dissenting shares, if any) 
will be converted into the right to receive (a) 0.5677 of a share of Sunbeam 
common stock, with cash paid in lieu of fractional shares, and (b) $6.44 in 
cash, without interest.

     Consummation of the CLN Holdings Merger is subject to the expiration of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and the satisfaction of certain other customary
conditions.  It is currently anticipated that the CLN Holdings Merger will be
completed later this month or early next month.  Consummation of the Company
Merger is subject to the completion of the CLN Holdings Merger at the filing of
certain definitive documents required in connection therewith with the
Securities and Exchange Commission. It is anticipated that the Company Merger
will be consummated later this Spring.

     Following consummation of the CLN Holdings Merger, CLN Holdings will be a
direct wholly-owned subsidiary of Sunbeam. Following consummation of the Coleman
Merger, the Company will be an indirect wholly-owned subsidiary of Sunbeam.

     The Company has made several acquisitions in recent years designed to
expand its product lines.  In 1996, the Company ac quired the French company
Application des Gaz ("Camping Gaz") which is a leader in the European camping
equipment market and also acquired the assets of Seatt Corporation ("Seatt"), a
leading designer, manufacturer and distributor of smoke alarms, thermostats and
carbon monoxide detectors.  In 1995, the Company acquired Sierra Corporation of
Fort Smith, Inc. ("Sierra"), a manufacturer of portable outdoor and recreational
folding furniture and accessories and substantially all of the assets of Active
Technologies, Inc. ("ATI"), a manufacturer of technologically advanced
lightweight generators and battery charging equipment.  In 1994, the Company
acquired substantially all of the assets of Eastpak, Inc. and all of the capital
stock of M.G. Industries, Inc. (together, "Eastpak"), a leading designer,
manufacturer and distributor of branded daypacks, sports bags and related
products; and substantially all of the assets of Sanborn Manufacturing Company
("Sanborn"), a manufacturer of a broad line of portable and stationary air
compressors.

     The Company also restructured certain operations.  In 1994, the Company
completed the restructuring of its German manufacturing operations (the "German
Restructuring"), including selling its plastic cooler business located in
Inheiden, Germany and Loucka, Czech Republic.  In 1996, the Company closed the
Brazilian manufacturing operations it had acquired from Metal Yanes, Ltda. in
1994. In 1997, the Company undertook further restructuring including (i) exiting
various low margin products, including pressure washers, (ii) closing and
relocating certain administrative and sales offices, and (iii) closing several
manufacturing facilities.

     On February 18, 1998, the Company entered into the CSS Sale Agreement.  The
sale price is approximately $105.0 million and is subject to adjustment.  The
closing under the CSS Sale Agreement is expected to occur by the end of March
1998.  In addition, the Company will license to Ranco the right to use the
"Coleman" name on retail smoke alarms and carbon monoxide detectors, and certain
other products.

BUSINESS STRATEGY

     The Company's business strategy is to build upon its reputation as a
leading manufacturer and marketer of high quality brand name consumer products
for the outdoor recreation and hardware markets.  The specific operating
strategies include:

           FOCUS ON QUALITY AND SERVICE.  Since the business of the Company 
      was founded in the early 1900's, Coleman has built a reputation for its 
      quality products and superior customer service.  The Company is 
      committed to continuing, and building upon, this reputation.

           INTRODUCING NEW PRODUCTS.  The Company plans to continue 
      introducing new products.  Management intends to focus on leveraging the 
      Company's existing technologies, processes and expertise to maximize the 
      speed and efficiency of new product development and introductions.


                                       4

<PAGE>

           DEVELOPING EXISTING BRANDS.  The Company believes it has some of 
      the more prominent brand names for outdoor recreation and home hardware 
      use and plans to strengthen these brands through superior product 
      design, advertising, and promotion.

           EXPANDING INTERNATIONAL MARKETS.  Coleman is currently a market 
      leader in several product categories in various markets around the 
      world, including the United States, Europe and Japan.  The Company plans 
      to utilize its well-established infrastructures in these markets to 
      expand its core product categories and to invest appropriately to 
      develop and build businesses in new geographic markets.

           DEVELOPING HUMAN RESOURCES.  The Company plans to continue 
      developing, training, and motivating its personnel at all levels to 
      achieve excellence, including developing and building its team of 
      experienced managers.

           OPERATING EFFICIENCY.  The Company plans to continue seeking ways 
      to further improve the quality and efficiency of its business processes 
      in order to ensure quality, realize cost savings, and improve customer 
      service.

     Following the consummation of the CLN Holdings Merger, such business
strategy may change.

PRODUCTS

OUTDOOR RECREATION

     The Company's principal products include a comprehensive line of lanterns
and stoves for outdoor recreational use, fuel-related products such as
disposable fuel cartridges, a broad range of coolers and jugs, sleeping bags,
backpacks, tents, outdoor folding furniture, portable electric lights, spas,
camping accessories and other products.  These products are used predominantly
in outdoor recreation, but many products have applications in emergency
preparedness and some are also used in home improvement projects and are
distributed predominantly through mass merchandisers, home centers and other
retail outlets.

     LANTERNS AND STOVES.  Coleman believes it is the leading manufacturer of
lanterns and stoves for outdoor recreational use in the world.  Coleman's liquid
fuel appliances include single and dual fuel-powered lanterns and stoves. 
Coleman also manufactures a broad range of propane- and butane-fueled lanterns
and stoves, which allow the user to regulate the intensity of light or heat.
These products are manufactured at the Company's facilities located in the
United States and Europe and are marketed under the Coleman, Campingaz and Peak
1 brand names.

     FUEL.  The Company is a leading supplier to the worldwide camping and
outdoor recreation market of propane and butane cartridges and camping fuel. 
In addition to manufacturing and filling disposable propane cartridges and
refillable liquid propane gas cylinders, Coleman sells camping fuel that is
refined and canned to its specifications by various suppliers, fills butane gas
cartridges and purchases butane-filled gas cartridges from third-party vendors
for sale to customers throughout the world.  These products are marketed under
the Coleman, Campingaz and Peak 1 brand names.

     COOLERS AND JUGS.  The Company manufactures and sells a wide variety of
insulated coolers and jugs and reusable ice substitutes. The Company's cooler
line includes personal coolers for camping, picnics or lunch box use; large
coolers; beverage coolers for use at work sites and recreational and social
events; and soft-sided coolers.  Coleman's cooler products are manufactured
predominantly at the Company's facilities located in the United States and are
marketed under the Coleman brand name worldwide and under the Campingaz brand
name in Europe.

     RECREATIONAL SOFT GOODS.  The Company designs, manufactures or sources, and
markets textile products, including tents, sleeping bags, backpacks, daysacks,
sports bags, duffle bags and rucksacks. These products are 


                                       5

<PAGE>

manufactured at the Company's facilities located in the United States 
and Puerto Rico or sourced from third-party vendors who manufacture them 
to the Company's specifications. The Company's tents and sleeping bags 
are marketed under the Coleman and Peak 1 brand names, while its 
daysacks, sport bags and related products are marketed under the 
Coleman, Eastpak and the licensed Timberland brand names.

     OUTDOOR FURNITURE.  The Company manufactures and markets aluminum- and
steel-framed, portable, outdoor, folding furniture under the Coleman and Sierra
Trails brand names.  These products are manufactured predominantly at the
Company's facilities located in the United States.

     ELECTRIC LIGHTS.  The Company designs and markets electric lighting
products that are manufactured by others and sold under the Coleman, Powermate,
Job-Pro and Campingaz brand names.  These products include portable electric
lights such as hand held spotlights, flashlights and fluorescent lanterns and a
line of rechargeable lanterns and flashlights.

     SPAS.  The Company manufactures and markets a wide range of spas, which are
made primarily from acrylic, for residential applications.  These products are
manufactured at the Company's facility located in the United States and are
distributed through a nationwide dealer network.

     CAMPING ACCESSORIES.  The Company designs, sources and markets a variety of
small accessories for camping and outdoor use, such as cookware and utensils. 
These products are manufactured by third-party vendors to Coleman's
specifications and are marketed under the Coleman brand name.

HARDWARE

     The Company's principal products include portable generators, portable and
stationary air compressors. In addition, through CSS, the Company manufactures
and markets safety and security products such as smoke alarms, carbon monoxide
detectors and thermostats. On February 18, 1998, the Company entered into the
CSS Sale Agreement and the closing under such agreement is expected to occur by
the end of March 1998.

     GENERATORS.  The Company is a leading manufacturer and distributor of
portable generators in the United States and worldwide.  Generators are used
for home improvement projects, emergency preparedness and outdoor recreation. 
These products are manufactured by the Company, using engines manufactured by
Tecumseh, Briggs & Stratton, Vanguard, Honda and Kawasaki, at its facilities
located in the United States, are marketed under the Coleman Powermate brand
name and are distributed predominantly through mass merchandisers and home
center chains.  The Company also produces advanced, light-weight generators
incorporating proprietary technology.

     AIR COMPRESSORS.  The Company's air compressors are manufactured at its
facilities located in the United States, are marketed under the Coleman
Powermate brand name and are distributed predominantly through mass
merchandisers and home center chains.

     SAFETY AND SECURITY PRODUCTS.  The Company manufactures a range of safety
and security products for residential use, primarily smoke alarms, carbon
monoxide detectors and thermostats. The Company manufactures these products at
its facilities located in Mexico and markets them under the Firex, Code 1 and
Coleman Sheltra brand names.  These products are distributed predominantly
through electrical wholesalers, mass merchandisers, and home center chains in
North America and selected foreign countries, primarily Australia and the United
Kingdom.


                                       6

<PAGE>

SALES AND MARKETING

     The following table sets forth the net revenues by class of products for
the years ended December 31, 1997, 1996 and 1995.

<TABLE>
                                    1997       1996        1995
                                  --------   --------     ------
                                            (In millions)
     <S>                          <C>         <C>        <C>
     Outdoor Recreation           $  859.7   $  859.6     $688.9
     Hardware                        294.6      360.6      244.7
                                  --------   --------     ------
       Total                      $1,154.3   $1,220.2     $933.6
                                  --------   --------     ------
                                  --------   --------     ------
</TABLE>

     In the United States and Canada, the Company's outdoor recreation products
are sold by the Company's own sales force and, to a lesser extent, by sales
representatives that serve specialty markets and related distribution channels. 
Spa products, however, are sold by independent sales representatives to a
nationwide dealer network and, to a lesser extent, by regional sales managers
employed by the Company.  The Company's hardware products are sold by Company
and independent sales representatives that serve specialty markets and related
distribution channels.

     The Company promotes its products through national and local advertising
campaigns, frequently coordinating with retailers' promotions to maximize the
benefits of its advertising efforts.

     Coleman's major customers include  Canadian Tire, Home Depot, Kmart,
Price/Costco, Target, and Wal-Mart.  Wal-Mart and its affiliates accounted for
approximately 13% of the Company's 1997 consolidated net revenues.  Although the
loss of Wal-Mart as a customer could have an adverse effect on the Company, the
Company believes its relationship with Wal-Mart is satisfactory and the Company
has no reason to believe Wal-Mart will not continue as a customer.

     International sales represented 31%, 32% and 24% of net revenues for the
years ended December 31, 1997, 1996 and 1995, respectively.  For 1997,
approximately 80% of the Company's international sales were in Japan and Europe,
with the balance in Latin America, Asia-Pacific, Africa and the Middle East. 
The Company has sales administration offices and warehouse and distribution
facilities in Australia, Austria, Belgium, Brazil, the Czech Republic, France,
Germany, Hungary, Italy, Japan, The Netherlands, Portugal, Spain, Switzerland,
the United Arab Emirates and the United Kingdom.  Each office is responsible for
sales and distribution of the Company's products in the territories assigned to
that office.  The Company's direct export operations market its products
directly to international customers in certain other markets through Company
sales managers, independent distributors, and commissioned sales
representatives.  In total, the Company sells its products in more than 100
countries.

SEASONALITY

     The Company's sales generally are highest in the second quarter of the year
and lowest in the fourth quarter.  As a result of this seasonality, the Company
has generally incurred a loss in the fourth quarter.  The Company's sales may be
affected by weather conditions.

COMPETITION

     The markets in which the Company operates are generally highly competitive,
based primarily on product quality, product innovation, price and customer
service and support.  The Company's competitors vary according to product line. 
The Company believes that no other company produces and markets the breadth of
camping and outdoor recreation products marketed by the Company.  Lanterns and
stoves compete with, among others, products offered by Century Primus (a unit 
of Century Tool & Manufacturing Inc.), American Camper (a unit 

                                       7

<PAGE>

of Brunswick Corporation) and Dayton Hudson Corporation.  The Company's 
insulated cooler and jug products compete with products offered by Rubbermaid 
Incorporated, Igloo Products Corp. (a unit of Brunswick Corporation) and The 
Thermos Company (a unit of Nippon Sanso KK).  The Company's sleeping bags 
compete with, among others, American Recreation and Slumberjack (units of 
Kellwood Company), Academy Broadway Corp. and MZH Inc. (a unit of Brunswick 
Corporation), as well as certain private label manufacturers.  In the tent 
market, the Company competes with, among others, Sears, Wenzel (a unit of 
Kellwood Company), Eureka (a unit of Johnson Worldwide Associates, Inc.) and 
Mountain Safety Research (a unit of Thaw Corporation), as well as certain 
private label manufacturers.  The Company's backpack products compete with, 
among others, American Camper (a unit of Brunswick Corporation), JanSport (a 
unit of VF Corporation), Nike, Outdoor Products and Kelty (a unit of Kellwood 
Company), as well as certain private label manufacturers.  The Company's 
competition in the electric light business includes, among others, Eveready (a 
unit of Ralston Purina Company) and Rayovac Corporation.  The Company's spas 
compete with, among others, Watkins Manufacturing Corporation (d.b.a. Hot 
Springs, a unit of Masco Corporation) and Clark Manufacturing Company, Inc. 
(d.b.a. Sundance Spas).  The Company's camping accessories compete primarily 
with Coughlan's.  The Company's primary competitors in the generator business 
are Generac Corporation, Honda Motor Co., Ltd., Kawasaki and Yamaha.  Primary 
competitors in the air compressor business include DeVilbiss and Campbell 
Hausfield. The Company's safety and security products compete primarily with 
First Alert, American Sensor and Nighthawk (a unit of Williams Holding PLC).  
In addition, the Company competes with various other entities in international 
markets.

PATENTS, TRADEMARKS, AND LICENSES

     The Company's operations are not significantly dependent upon any single or
related group of patents.  While the Company does not believe any single
trademark is material to its business other than the "Coleman" word mark and the
"Coleman in parallelogram with lantern symbol" logo mark and the "Eastpak"
trademark, it believes its trademarks taken as a whole are material to its
business. Accordingly, the Company has taken actions to protect its interests in
all such trademarks.

     The Company licenses the Coleman name and logo under two types of licensing
arrangements: general merchandise licenses and licenses to purchasers of
businesses divested by the Company and Holdings.  The Company's general
merchandise licensing activities involve licensing the Coleman name and logo,
for a royalty fee, to certain companies that manufacture and sell products that
complement the Company's product lines.

RESEARCH AND DEVELOPMENT

     The Company's research and development efforts are linked to the process of
marketing its products.  New products and improvements to existing products are
developed based upon the perceived needs and demands of consumers.  The
Company's research and development is performed primarily by an in-house team of
marketing managers, engineers, draftsmen and product testers using tools such as
computer-assisted design and a variety of consumer research techniques. 
Research and development expenditures are expensed as incurred.  The amounts
charged against operations for the years ended December 31, 1997, 1996 and 1995
were $11.9 million, $11.1 million and $6.5 million, respectively.

INDUSTRY SEGMENTS, FOREIGN AND DOMESTIC OPERATIONS

     The Company operates in a single business segment.  Certain information
concerning geographic segments of the Company is set forth in Note 18 of the
Notes to Consolidated Financial Statements contained elsewhere in this Form 10-K
Annual Report.

EMPLOYEES

     As of December 31, 1997 the Company employed approximately 3,700 persons
full time in the United States and 2,300 persons internationally.  None of the
Company's United States employees are represented by unions.  The Company's
Canadian warehouse employees are represented by a union.  All of the
approximately 


                                       8

<PAGE>

525 production employees at the Company's operations in France and Italy 
and the approximately 900 production employees at CSS's operations in 
Mexico are represented by unions.  The Company believes that its 
relations with its employees are satisfactory.

ITEM 2.   PROPERTIES

     The Company's principal properties as of December 31, 1997 are as follows:

<TABLE>
                                                                                         Building
                                                                                          Square
       Location                                  Principal Use                           Footage
       --------                                  -------------                           --------
<S>                            <C>                                                       <C>
St Genis Laval, France         Manufacture of lanterns and stoves, filling of gas        2,070,000
                               cylinders, and assembly of barbeques; office and 
                               warehouse

Wichita, KS                    Manufacture of lanterns and stoves and insulated          1,197,000
                               coolers and jugs; research and development and design 
                               operations; office and warehouse

New Braunfels, TX              Manufacture of insulated coolers and other plastic          338,000
                               products

Lake City, SC                  Manufacture of sleeping bags                                168,000

Springfield, MN                Manufacture of air compressors                              166,000

Cedar City, UT                 Manufacture of sleeping bags                                160,000

Kearney, NE                    Manufacture/assembly of portable generators and pressure    155,000
                               washers; office and warehouse

Pocola, OK                     Manufacture of outdoor folding furniture                    123,000

Maize, KS                      Manufacture of propane cylinders and machined parts         116,000

Chihuahua, Mexico *            Manufacture of smoke alarms and carbon monoxide detectors   110,000

Morovis and Orocovis,          Manufacture of daypacks, sports bags, and related           110,000
  Puerto Rico                  products; office and warehouse

Chandler, AZ                   Manufacture of acrylic spas; office and warehouse            78,000

Centenaro di Lonato, Italy     Manufacture of butane lanterns, stoves and heaters;          77,000
                               office and warehouse
</TABLE>

* To be disposed of as part of the CSS Sale Agreement.

     The Wichita, Kansas; New Braunfels, Texas; Lake City, South Carolina; 
Cedar City, Utah; Pocola, Oklahoma; Chandler, Arizona; Springfield, 
Minnesota; and Centenaro di Lonato, Italy facilities are owned by the 
Company.  The owned facilities at Kearney, Nebraska reside on land leased 
under three leases that expire in 2007 with options to extend for three 
additional ten-year periods. The Maize, Kansas facility is leased by the 
Company under leases that terminate in 2005.  The Company has an option to 
purchase this facility at the end of the lease period.  The Puerto Rico 
facilities in Morovis and Orocovis are leased for terms that expire in 1999 
and 2007, respectively.  The warehouse portion of St. Genis Laval, France is 
leased for terms that expire in 1998, the remaining facility is owned; and 
48,000 square feet of the Chihuahua, Mexico property are leased for terms 
that expire in 2004, the remaining facility is owned.  Company management 
considers the Company's facilities to be well maintained, adequate, suitable 
and satisfactory for the Company's operations, and believes that the 
Company's facilities provide sufficient capacity for its production 
requirements.


                                       9

<PAGE>

PRODUCT LIABILITY AND INSURANCE

     The Company is party to various product liability lawsuits relating to 
its products and incidental to its business.  The Company believes that many 
of the personal injury and damage claims brought against it arise from the 
misuse or misapplication of the Company's products.  In such cases, the 
Company vigorously defends against such actions.  Since the beginning of 
1986, in only one policy period did the Company have a product liability 
award that exceeded the individual per occurrence self-insured retention 
amount and product liability awards that exceeded the aggregate self-insured 
retention amount.  There can be no assurance, however, that the Company's 
future product liability experience will be consistent with its past 
experience.  The Company believes that the ultimate conclusion of the various 
pending product liability claims and lawsuits of the Company will not have a 
material adverse effect on the financial position or results of operations of 
the Company.

     The Company participates in product liability insurance programs 
maintained by Holdings and reimburses Holdings for its allocable share of the 
cost of such coverage.  Such liability insurance is written on a "claims 
made" basis.  A "claims made" policy generally insures the Company for any 
claims made while such insurance coverage is in effect regardless of when the 
incident or event occurred.  There can be no assurance that the Company's 
insurance carrier would not discontinue the Company's policy after the 
occurrence of, but prior to a claims with respect to, an incident or event 
giving rise to a claim.  The Company believes that, in such event, it would 
be able to obtain insurance coverage that would cover the particular incident 
or event and replace the Company's existing policy, although there can be no 
assurance that the Company could obtain such coverage or that it would be on 
terms comparable to its existing coverage.

     Under Holdings' product liability insurance coverages, the Company 
retains liability in the amount of $2 million per occurrence and $4 million 
in the aggregate for the policy year. The Company believes that this type and 
level of coverage is adequate.  For a discussion of the Company's policy on 
accrual of reserves for the self-insured portions of the risks covered by the 
insurance programs maintained by Holdings, see Notes 1 and 12 of the 
Consolidated Financial Statements of the Company.

     As a result of and effective with the consummation of the CLN Holdings 
Merger, the Company will no longer participate in insurance programs 
sponsored by Holdings (except for claims made prior to the consummation of 
the CLN Holdings Merger), and will either obtain replacement insurance on its 
own and/or obtain replacement insurance under policies maintained by Sunbeam.

ITEM 3.   LEGAL PROCEEDINGS

ENVIRONMENTAL MATTERS

     GILBERT AND MOSLEY SITE.  As a result of investigations undertaken in 
1986, the Kansas Department of Health and Environment ("KDHE") discovered 
that groundwater in the downtown Wichita area (the "Gilbert and Mosley Site") 
was contaminated with volatile organic chemicals ("VOCs").  Coleman occupied 
a facility within the boundaries of the Gilbert and Mosley Site.  Subsequent 
investigations in the area, including investigations in November 1988 by 
Coleman, indicated that the groundwater beneath the Coleman property is 
contaminated with VOCs.  Coleman is in the process of remediating the 
contamination on its property. 

     The City of Wichita has entered into a voluntary agreement with KDHE in 
which the City agreed to investigate and then remediate contamination in the 
Gilbert and Mosley Site.  Coleman has entered into an agreement with KDHE in 
which Coleman agreed to perform a similar study for the Coleman property and 
to implement remedial activities at its property.  In addition, Coleman 
entered into an agreement with the City of Wichita in which Coleman agreed to 
fund its proportionate share of the City's study and remediation of the 
Gilbert and Mosley site.

                                      10
<PAGE>

     All previously filed lawsuits alleging that properties in the downtown 
Wichita area were diminished in value as a result of discharges of volatile 
organic chemicals from Coleman's downtown Wichita facility have been settled 
and dismissed.

     MAIZE SITE.  Coleman has undertaken a soil and groundwater investigation 
at its facility in Maize, Kansas (the "Maize Site"). Results indicate that 
limited VOC contamination is present in the groundwater under and to the 
southeast of the facility.  The data has been reported to the KDHE, and 
Coleman has entered into an agreement with KDHE to implement appropriate 
remedial actions.  The remediation system has been installed, and Coleman is 
in the process of remediating the contaminated groundwater.

     NORTHEAST SITE.  In 1990 Coleman undertook a soil and groundwater 
investigation of its facility in northeast Wichita (the "Northeast Site").  
Results indicated the presence of VOCs in the groundwater and soils.  
Although some of the contamination may be a result of Coleman's operations at 
the facility, the data also indicated that contamination was migrating onto 
the Coleman property from up gradient sources.  Coleman reported the initial 
results of its study to KDHE.  Coleman has also provided copies of all data 
to the United States Environmental Protection Agency (the "EPA"), at its 
request.  The EPA has not initiated any actions against the Company with 
respect to the Northeast Site.  An agreement has been entered into with KDHE 
to undertake additional investigatory activities, and an interim remediation 
system has been installed.

     LAKE CITY SITE.  In 1992, Coleman undertook a soil and groundwater 
investigation of its facility in Lake City, South Carolina (the "Lake City 
Site").  Results indicated limited VOC and fuel oil contamination in the soil 
and groundwater.  In both instances, the contamination appeared to relate to 
the activities of a previous occupant of the Lake City Site.  The results of 
the investigation were reported to the appropriate South Carolina 
environmental agency and Coleman took legal action against the prior owner.  
In early 1998, the lawsuit was settled and the prior owner agreed to take 
over further site investigations and remediation actions and to reimburse 
Coleman for a significant part of Coleman's past costs related to site 
investigation.
 
     The Company has not been named as a potentially responsible party 
("PRP") by the EPA nor does it have joint and several liability with any 
other PRP for remediation at any of the above sites.

     The Company has adopted an environmental policy designed to ensure that 
the Company operates in full compliance with applicable environmental 
regulations and, where appropriate, the Company's own internal standards.  
Coleman has also undertaken an environmental compliance audit program.  The 
Company makes expenditures that it believes are necessary to comply with 
environmental management practices.  Environmental expenditures that relate 
to current operations are expensed or capitalized as appropriate and were not 
significant in 1997 and are not expected to be significant in the foreseeable 
future.  Coleman has established reserves, which it believes are adequate, 
for environmental matters, including the investigations, remedial activities 
and litigation described above.

OTHER

     GENERAL.  The Company is involved in various claims and legal actions 
arising in the ordinary course of business, including environmental matters 
and product liability lawsuits that are incidental to its business.  The 
Company believes the ultimate disposition of these matters is not expected to 
have a material adverse effect on the Company's consolidated financial 
condition or results of operations.  The Company has entered into a 
cross-indemnification agreement with Holdings pursuant to which it will 
indemnify Holdings against all liabilities related to businesses transferred 
to the Company by Holdings, and Holdings will indemnify the Company against 
all liabilities of Holdings other than liabilities related to the businesses 
transferred to the Company.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 

     No matters were submitted to a vote of security holders during the 
fourth quarter of 1997.

                                      11
<PAGE>

                                    PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER 
          MATTERS

     The Company's common stock is listed and traded on the New York Stock 
Exchange under the symbol "CLN" and has unlisted trading privileges on the 
Midwest Stock Exchange and the Pacific Stock Exchange. The following table 
sets forth the high and low sales prices as reported on the NYSE Composite 
Tape for the Company's common stock for each quarter in 1997 and 1996.

<TABLE>
                               High         Low 
                               ----         ---
               1997
               ----
<S>                          <C>          <C>
     First Quarter           $16 1/8      $11 1/2
     Second Quarter           19 1/8       12 7/8
     Third Quarter            18           15 3/16
     Fourth Quarter           16 13/16     12 3/8

               1996
               ----
     First Quarter           $26          $16 5/16
     Second Quarter           23 1/4       19 13/16
     Third Quarter            21 8/0       13 3/4
     Fourth Quarter           15 1/4       11 3/4
</TABLE>

     As of the close of business on March 3, 1998, there were approximately 
700 holders of record of the Company's common stock.

     The Company has not declared a cash dividend on its common stock and 
does not anticipate that any dividends will be declared on its common stock 
in the foreseeable future.  The declaration and payment of dividends are 
subject to the discretion of the Board of Directors of the Company and 
subject to certain limitations under Delaware law, and are also limited by 
the terms of the Company's Credit Agreement which, among other things, 
prohibits the Company from paying any dividends until on or after January 1, 
1999 and limits the amount of dividends the Company may pay thereafter.

     The Company did not sell any unregistered securities during 1997.

                                      12
<PAGE>

ITEM 6.   SELECTED FINANCIAL DATA

     The selected financial data for the years presented in the table below 
have been derived from the Consolidated Financial Statements.  The selected 
financial data should be read in conjunction with the Consolidated Financial 
Statements and the notes thereto included elsewhere in this Form 10-K Annual 
Report.

<TABLE>
                                                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                              YEAR ENDED DECEMBER 31,  
                                        --------------------------------------------------------------
                                           1997            1996         1995        1994        1993        
                                        ----------      ----------    --------    --------    --------
<S>                                     <C>             <C>           <C>         <C>         <C>
STATEMENTS OF OPERATIONS DATA:
Net revenues                            $1,154,294      $1,220,216    $933,574    $751,580    $575,415
Cost of sales (a)                          840,331         928,497     649,427     535,710     400,052
                                        ----------      ----------    --------    --------    --------
Gross profit                               313,963         291,719     284,147     215,870     175,363
Selling, general and
  administrative expenses (a)              266,283         291,669     174,688     128,466     102,038
Asset impairment charge (b)                     --              --      12,289          --          --
Restructuring expense (c)                       --              --          --      18,456          --
Interest expense, net                       40,852          38,727      24,545      13,374       7,706
Amortization of goodwill and
  deferred charges                          11,338          10,473       7,745       6,209       5,330
Other expense, net                           1,867           1,151         334       1,138         746
                                        ----------      ----------    --------    --------    --------
(Loss) earnings before income taxes,
  minority interest and 
  extraordinary item                        (6,377)        (50,301)     64,546      48,227      59,543
Income tax (benefit) expense (a)            (5,227)        (10,927)     24,479      14,747      24,569
Minority interest                            1,386           1,872          --          --          -- 
                                        ----------      ----------    --------    --------    --------
(Loss) earnings before
  extraordinary item                        (2,536)        (41,246)     40,067      33,480      34,974
Extraordinary loss on early
  extinguishment of debt, net of
  income taxes                                  --            (647)       (787)       (677)         -- 
                                        ----------      ----------    --------    --------    --------
Net (loss) earnings                     $   (2,536)     $  (41,893)   $ 39,280    $ 32,803    $ 34,974
                                        ----------      ----------    --------    --------    --------
                                        ----------      ----------    --------    --------    --------
Basic (loss) earnings
  per common share                      $    (0.05)     $    (0.79)   $   0.74    $   0.61    $   0.65
                                        ----------      ----------    --------    --------    --------
                                        ----------      ----------    --------    --------    --------
Weighted average common
  shares outstanding                        53,344          53,197      53,226      53,436      53,909
                                        ----------      ----------    --------    --------    --------
                                        ----------      ----------    --------    --------    --------
</TABLE>


<TABLE>
                                                                     DECEMBER 31,  
                                        --------------------------------------------------------------
                                           1997            1996         1995        1994        1993        
                                        ----------      ----------    --------    --------    --------
<S>                                     <C>             <C>           <C>         <C>         <C>
BALANCE SHEET DATA:
Total assets                            $1,041,764      $1,160,086    $844,487    $712,265    $526,706
Long-term debt
  (including current portions)            477,799          583,613     355,257     291,175     168,858
Total stockholders' equity                240,469          252,945     292,342     253,363     228,104
</TABLE>

------------
(a)  The Company recorded restructuring and certain other charges totaling 
     $22,501 and $52,516, net of tax for the years ended December 31, 1997 and 
     1996, respectively.  Cost of sales includes pre-tax charges of $19,673 and
     $44,005; selling, general and administrative expenses include pre-tax 
     charges of $16,746 and $30,195; and the provision for income tax benefit 
     includes $13,918 and $21,684 of net tax benefits in the years ended 
     December 31, 1997 and 1996, each respectively, resulting from these 
     charges.
(b)  Asset impairment charge reflects primarily the non-recurring charge 
     taken in connection with the adoption of FAS 121.
(c)  Restructuring expense reflects primarily the non-recurring charge taken 
     in connection with the German Restructuring which includes severance costs,
     commitments to third parties and write-downs of leasehold improvements and 
     other assets to estimated realizable values. 

                                      13
<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS 

     The following discussion should be read in conjunction with the 
Consolidated Financial Statements and the notes thereto included elsewhere in 
this Form 10-K Annual Report.

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 1997 COMPARED WITH THE YEAR ENDED DECEMBER 31, 1996

     Net revenues of $1,154.3 million in 1997 were $65.9 million or 5.4% less 
than in 1996 with outdoor recreation products unchanged at $859.7 million and 
hardware products decreasing $66.0 million or 18.3%.  The outdoor recreation 
products revenues were adversely affected by (i) a restructuring program 
which eliminated certain low margin SKUs (stock keeping units), (ii) lower 
sales in Japan and Korea due to weak market conditions, and (iii) a program 
to reduce wholesaler inventories in Japan; however, growth in the core 
products outside of Japan and Korea offset these declines. Hardware products 
revenues decreased due to the Company's decision to exit the pressure washer 
business and lower generator sales resulting from fewer storms on the East 
Coast of the United States in the second half of 1997.  Geographically, 
United States and Canadian revenues decreased $24.0 million or 2.9% due to 
lower hardware product sales while international revenues decreased $41.9 
million or 10.6% primarily related to lower sales in Japan and Korea.  
Results in the 1996 period include the Camping Gaz operations from the date 
of acquisition.
  
     The gross margin percentage of 28.9%, excluding the impact of 
restructuring and other charges which are more fully described below, 
increased from 27.5% in 1996.  The improvement was driven by increased demand 
for higher margin products and the elimination of certain low margin SKUs.

     SG&A expenses, excluding the impact of restructuring and other charges 
which are more fully described below, were $249.5 million in 1997 compared to 
$261.5 million in 1996, a decrease of 4.5%. The inclusion of a full twelve 
months of Camping Gaz SG&A costs in the 1997 period increased SG&A expenses; 
however, these increases were more than offset by benefits resulting from the 
integration of Camping Gaz operations and the restructuring initiatives.

     During 1997, the Company recorded pre-tax restructuring and other 
charges totaling $36.4 million of which $19.7 million was reflected in cost 
of sales and $16.7 million in SG&A expenses.  Tax benefits of $13.9 million 
associated with these charges are reflected in income tax expense.  The 
restructuring and other charges consisted of (i) $15.7 million to exit 
various low margin products, including pressure washers, (ii) $15.0 million 
to close and relocate certain administrative and sales offices, and (iii) 
$5.7 million to close several manufacturing facilities.  Most of these 
activities were substantially complete as of December 31, 1997, and remaining 
actions are expected to be completed in 1998.
 
     During 1996, the Company recorded restructuring charges of $66.2 
million, certain other charges of $8.0 million and related net tax benefits 
of $21.7 million.  The 1996 pre-tax restructuring charges of $66.2 million 
consisted of (i) $29.1 million to integrate the Camping Gaz and Coleman 
operations into a global recreation products business, (ii) $19.0 million to 
exit the low end electric pressure washer business, (iii) $14.1 million to 
exit a portion of the Company's battery powered light business, and (iv) $4.0 
million to settle certain litigation with respect to the battery powered 
light business.
     
     The 1996 pre-tax restructuring charges of $66.2 million included $64.4 
million related to exiting products and facilities and $1.8 million of 
termination costs for 174 administrative employees, of which $40.8 million 
was reflected in cost of sales and $25.4 million in SG&A expenses.  The 
pre-tax charges for exit costs were comprised of (i) $41.3 million which 
related primarily to writing down inventory, fixed assets, accounts 
receivable and certain other receivable and prepaid amounts to estimated net 
realizable value, and (ii) $23.1 million of other exit costs, including 
carrying costs of idle facilities, relocation costs, and costs to exit the 
pressure washer business. 

                                      14
<PAGE>

The 1996 other pre-tax charges of $8.0 million related primarily to certain 
asset write-offs.  These other charges, of which $3.2 million was reflected 
in cost of sales and $4.8 million in SG&A expenses, were incurred in the 
Company's normal course of business, although the amounts involved were 
higher than similar charges the Company had recorded in prior periods.  The 
provision for income taxes included $21.7 million of tax benefits resulting 
from these restructuring and other charges, net of an increase in the 
valuation reserve related to certain foreign deferred tax assets and other 
foreign tax charges totaling $5.6 million.

     The components of the combined 1997 and 1996 restructuring and other 
charges and an analysis of the amounts charged against the reserves are 
outlined in the following table (dollars in millions):

<TABLE>
                                   1996   Charges During                  1997     Charges During 
                                 Original   Year Ended     Balance at  Additional     Year Ended      Balance at
                                 Reserve     12/31/96       12/31/96    Reserves       12/31/97         12/31/97
                                 -------     --------       --------    --------       --------         --------
<S>                              <C>      <C>              <C>         <C>         <C>                <C>
Impairment of
     fixed assets                 $10.0       $ (1.8)         $ 8.2       $ 6.4         $ (6.5)           $ 8.1
Inventory and other
     asset impairments             38.3        (25.9)          12.4        11.0          (15.0)             8.4
Termination costs                   2.0         (1.6)            .4        12.1           (9.7)             2.8
Idle facilities, relocation and
     other exit costs              23.9        (12.4)          11.5         6.9           (9.7)             8.7
                                  -----       ------          -----       -----         ------            -----
                                  $74.2       $(41.7)         $32.5       $36.4         $(40.9)           $28.0
                                  -----       ------          -----       -----         ------            -----
                                  -----       ------          -----       -----         ------            -----
</TABLE>

          The termination costs recognized in 1996 related to approximately 
200 employees and the 1997 termination costs related to approximately 525 
employees.  As of December 31, 1997,  $11.3 million of termination costs were 
paid on behalf of the approximately 700 employees who were terminated as of 
that date.

          Interest expense was $40.9 million in 1997 compared with $38.7 
million in 1996, an increase of $2.2 million.  This increase was a result of 
the effects of higher interest rates on the Company's variable rate debt  
partially offset by the favorable effects of lower borrowings in 1997 
resulting from the Company's working capital management programs.
     
          Minority interest in the 1997 period reflects the minority 
interests in certain subsidiary operations acquired with the Camping Gaz 
business.  On March 1, 1996, the Company acquired control of approximately 
70% of Camping Gaz and in early July 1996 obtained control of the remaining 
30% of Camping Gaz and, accordingly, in the 1996 period, minority interest 
reflects the minority shareholders' approximate 30% proportionate share of 
the results of operations of Camping Gaz for the period March through June of 
1996 and also includes interests of other minority shareholders in certain 
subsidiary operations acquired with the Camping Gaz business.

          The Company recorded income tax benefits of $5.2 million in 1997 
and $10.9 million in 1996, which includes the net tax benefits of $13.9 
million in 1997 and $21.7 million in 1996 associated with restructuring and 
other charges discussed above. Excluding the net tax benefits from the 
restructuring and other charges, the provision for income tax expense would 
have been $8.7 million or 28.9% of pre-tax earnings in 1997 as compared to a 
provision for income tax expense of $10.8 million or 45.0% of pre-tax 
earnings in 1996.  This decrease is primarily due to the impact of increased 
foreign tax rates on deferred tax assets and increased foreign earnings at 
lower tax rates.

          In 1996, in connection with the renegotiation of its credit 
agreement, the Company recorded an extraordinary loss of $1.1 million ($0.6 
million net of tax) which represented a write-off of the related unamortized 
financing costs associated with its then existing credit agreement.

                                      15
<PAGE>

YEAR ENDED DECEMBER 31, 1996 COMPARED WITH THE YEAR ENDED DECEMBER 31, 1995

          Net revenues in 1996 and 1995 were $1,220.2 million and $933.6 
million, respectively, an increase of $286.6 million, or 30.7%, with outdoor 
recreation products increasing by $170.7 million or 24.8% and hardware 
products increasing $115.9 million or 47.4%.

          The outdoor recreation products revenues increase included $152.5 
million of revenues associated with the Camping Gaz operations acquired in 
1996 and approximately $13.4 million of additional revenues associated with 
the Sierra operations acquired in 1995.  Excluding (i) the impact of the 
Camping Gaz and Sierra acquisitions, (ii) the effect of a weaker yen in 1996 
as compared to 1995, which reduced revenues approximately $21.1 million, and 
(iii) the one-time 1995 thermo-electric cooler premium promotion revenue gain 
of approximately $16.6 million, outdoor recreation product revenues increased 
approximately $42.5 million or 6.4%. Increases in revenue were experienced in 
the backpack, tent and sleeping bag businesses, primarily in international 
markets. In addition, the Company successfully introduced a new line of 
camping accessories and expanded its heater and light businesses.  These 
gains were substantially offset by poor weather conditions during the camping 
season in North America and the economic downturn experienced in Japan, both 
of which adversely affected the demand for the Company's camping products.  
The hardware products revenues increase includes approximately $82.1 million 
as a result of the acquisition of CSS (then named Seatt Corporation) in 1996. 
Excluding the impact of the CSS acquisition, hardware products revenues 
increased approximately $33.8 million or 13.8%, driven by increases in 
generator and pressure washer sales.  Geographically, United States and 
Canada revenues increased $111.6 million or 15.6% primarily related to the 
CSS acquisition, while international revenues increased $175.0 million or 
79.5% primarily related to the Camping Gaz acquisition.
     
          Gross margins, excluding the impact of restructuring and other 
charges totaling $44.0 million which are more fully discussed below, 
decreased as a percent of sales by 2.9 percentage points from 30.4% in 1995 
to 27.5% in 1996.  This decrease was primarily the result of lower margins 
associated with the Company's backpack business and the unfavorable effects 
of product mix including significantly higher sales of pressure washers at 
lower gross margin percentages and lower sales of camping products which tend 
to have higher gross margin percentages than the Company's average.

          SG&A expenses, excluding $30.2 million of restructuring and other 
charges as discussed more fully below, were $261.5 million in 1996 compared 
to $174.7 million in 1995, an increase of 49.7%.  The increase in SG&A 
expenses primarily reflects SG&A expenses associated with the Camping Gaz and 
CSS business acquisitions of approximately $60.3 million and increased 
advertising and marketing expenses of approximately $16.6 million.

          During 1996, the Company recorded restructuring charges of $66.2 
million, certain other charges of $8.0 million and related net tax benefits 
of $21.7 million.  The pre-tax restructuring charges of $66.2 million 
consisted of (i) $29.1 million to integrate the Camping Gaz and Coleman 
operations into a global recreation products business, (ii) $19.0 million to 
exit the low end electric pressure washer business, (iii) $14.1 million to 
exit a portion of the Company's battery powered light business and (iv) $4.0 
million to settle certain litigation with respect to the battery powered 
light business.

          The charges to integrate the Camping Gaz and Coleman operations 
reflected primarily the cost to dispose of duplicate manufacturing, 
distribution and administrative facilities and the related severance cost.  
These actions are substantially completed at December 31, 1997 and are 
expected to be fully completed in 1998. The exiting of the battery powered 
light business was completed by July 1997 and the exiting of the low end 
pressure washer business was substantially completed in 1997.

          The pre-tax restructuring charges of $66.2 million included $64.4 
million related to exiting products and facilities and $1.8 million of 
termination costs for 174 administrative employees, of which $40.8 million 
was reflected in cost of sales and $25.4 million in SG&A expenses.  The 
pre-tax charges for exit costs were comprised of (i) $41.3 million which 
related primarily to writing down inventory, fixed assets, accounts 
receivable and 

                                      16
<PAGE>

certain other receivable and prepaid amounts to estimated net realizable 
value, and (ii) $23.1 million of other exit costs, including carrying costs 
of idle facilities, relocation costs, and costs to exit the pressure washer 
business.  Other pre-tax charges of $8.0 million related primarily to certain 
asset write-offs.  These other charges, of which $3.2 million was reflected 
in cost of sales and $4.8 million in SG&A expenses, were incurred in the 
Company's normal course of business, although the amounts involved were 
higher than similar charges the Company had recorded in prior periods. The 
provision for income taxes includes $21.7 million of tax benefits resulting 
from these restructuring and other charges, net of an increase in the 
valuation reserve related to certain foreign deferred tax assets and other 
foreign tax charges totaling $5.6 million.

          The Company's interest expense was $38.7 million in 1996 compared 
with $24.5 million in 1995, an increase of $14.2 million. This increase was 
primarily the result of higher borrowings to fund business acquisitions and 
support increased working capital.

          The Company recorded an income tax benefit in 1996 of $10.9 
million, which included net tax benefits of $21.7 million associated with 
restructuring and other charges discussed above. Excluding the net tax 
benefit from restructuring and other charges, the provision for income taxes 
would have been $10.8 million or 45.0% of pre-tax earnings, excluding 
restructuring and other charges, as compared to a provision for income tax 
expense of $24.5 million or 37.9% of pre-tax earnings in 1995.  The increase 
was primarily due to losses of certain foreign subsidiaries for which the 
Company has not recognized a tax benefit and the impact of non-deductible 
goodwill amortization.

          The Company obtained control of approximately 70% of Camping Gaz on 
March 1, 1996 and obtained control of the remaining 30% in early July 1996.  
Accordingly, the minority interest for 1996 primarily represents the minority 
shareholders' approximate 30% proportionate share of the results of 
operations of Camping Gaz for the period March through June of 1996 and also 
includes interests of other minority shareholders in certain subsidiary 
operations of Camping Gaz.

          During the second quarter of 1996, in connection with the 
renegotiation of its then existing credit agreement, the Company recorded an 
extraordinary loss of $1.1 million ($0.6 million after taxes, or $0.01 per 
share) which represents a write-off of the related unamortized financing 
costs associated with its then existing credit agreement.  During the third 
quarter of 1995, the Company completed a $200.0 million private placement 
debt issue. In connection with the private placement, the Company 
renegotiated its previous credit agreement and recorded an extraordinary 
loss of $1.3 million ($0.8 million after taxes) which represents a write-off 
of the related unamortized financing costs associated with its previous 
credit agreement.

LIQUIDITY AND CAPITAL RESOURCES 

          The Company's operating activities provided (used) $91.2 million, 
($9.3) million, and  $2.2 million of cash during the years ended December 31, 
1997, 1996, and 1995, respectively.  Improved management of receivables and 
inventories and rationalization of product lines during 1997 as compared to 
1996 led to the improvement in cash provided by operating activities.  The 
Company's net cash used for investing activities was $35.5 million, $200.3 
million, and $61.5 million for the years ended December 31, 1997, 1996 and 
1995, respectively.  The Company used $161.9 million of cash for business 
acquisitions during the year ended December 31, 1996 and an additional $14.3 
million in 1997 related to contingent payments and transaction costs. The 
Company's capital expenditures were $27.0 million and $41.3 million during 
the years ended December 31, 1997 and 1996, respectively.

          Net cash (used) provided by financing activities was ($55.5) 
million, $210.5 million, and $64.8 million for the years ended December 31, 
1997, 1996, and 1995, respectively, and consisted primarily of increases in 
long-term borrowings during the years ended December 31, 1996 and 1995 and a 
reduction in long-term borrowings during the year ended December 31, 1997.

                                      17
<PAGE>

          As part of its strategy to improve profitability, the Company 
announced several restructuring initiatives during 1997. The Company 
recognized 1997 pre-tax charges of $36.4 million associated with these 
actions.  These restructuring initiatives are expected to generate cost 
savings in the future from reductions in personnel, production facilities and 
administrative overhead. There can be no assurance as to the Company's 
success in implementing its planned initiatives or the results therefrom, the 
amount of future charges, or against any adverse impact of the Company's 
restructuring initiatives.

          The Company's working capital requirements are currently funded by 
cash flow from operations and domestic and foreign bank lines of credit.  In 
April 1996, the Company amended its credit agreement to: a) provide a term 
loan of French Franc 385.1 million ($64.9 million at December 31, 1997 
exchange rates), b) provide an unsecured revolving credit facility in an 
amount of $275.0 million, c) allow for the Camping Gaz acquisition and d) 
extend the maturity of the credit agreement (as amended, the "Company Credit 
Agreement").

          Availability under the Company Credit Agreement is reduced by any 
commercial paper borrowings outstanding.  The Company Credit Agreement is 
available to the Company until April 30, 2001.  At December 31, 1997, $217.4 
million would have been available for borrowings under the Company Credit 
Agreement.  The Company intends to use the net proceeds from the sale of CSS 
to repay first the term loan portion of the Company Credit Agreement and use 
the remaining proceeds to repay the revolving credit borrowings, which will 
result in a dollar for dollar reduction in available revolving credit 
commitments.

          The outstanding loans under the Company Credit Agreement bear 
interest at either of the following rates, as selected by the Company from 
time to time: (i) the higher of the agent's base lending rate or the federal 
funds rate plus .50% or (ii) the London Inter-Bank Offered Rate ("LIBOR") 
plus a margin ranging from .25% to 2.125% based on the Company's financial 
performance.  If there is a default, the interest rate otherwise in effect 
will be increased by 2% per annum.  The Company Credit Agreement also bears 
an overall facility fee ranging from .15% to .375% based on the Company's 
financial performance.

          The Company Credit Agreement contains various restrictive covenants 
including, without limitation, requirements for the maintenance of specified 
financial ratios, levels of consolidated net worth and profits, and certain 
other provisions limiting the incurrence of additional debt, purchase or 
redemption of the Company's common stock, issuance of preferred stock of the 
Company, and also prohibits the Company from paying any dividends until on or 
after January 1, 1999 and limits the amount of dividends the Company may pay 
thereafter.  The Company Credit Agreement also contains an event of default 
upon a change of control of the Company (as defined in the Company Credit 
Agreement) and other customary events of default.  The consummation of the 
CLN Holdings Merger will constitute a change of control under the Company 
Credit Agreement.  In addition, all of the shares of the Company's common 
stock owned by Coleman Worldwide are pledged to secure indebtedness of 
Coleman Worldwide and of its parent, CLN Holdings Inc.

          The Company's ability to meet its current cash operating 
requirements, including projected capital expenditures, tax sharing payments 
and other obligations is dependent upon a combination of cash flows from 
operations and borrowings under the Company Credit Agreement and foreign 
lines of credit.  The Company's ability to borrow under the terms of the 
Company Credit Agreement is subject to the Company's continuing requirement 
to meet the various restrictive covenants, including without limitation, 
those described above, and the various covenants in the Company's senior 
notes.

          If the Company fails to meet the various restrictive covenants of 
the Company Credit Agreement, or upon a change of control as a result of the 
consummation of the CLN Holdings Merger, the Company will need to seek a 
waiver of such provisions, renegotiate its current Company Credit Agreement, 
and/or enter into alternative financing arrangements.  There is no assurance 
that the Company would be able to obtain such waiver, or that terms and 
conditions of such waiver or alternative financing arrangements, if any, 
would be as favorable as those now contained in the Company Credit Agreement. 

                                      18
<PAGE>

          Coleman financed the acquisition of the shares of Camping Gaz with 
the net proceeds from (i) a private placement issuance and sale of $85.0 
million aggregate principal amount of 7.10% Senior Notes, Series A, due 2006 
(the "Notes due 2006") and (ii) a private placement issuance and sale of 
$75.0 million aggregate principal amount of 7.25% Senior Notes, Series B, due 
2008 (the "Notes due 2008").  The Notes due 2006 bear interest at the rate of 
7.10% per annum payable semiannually, and the principal amount is payable in 
annual installments of $12.1 million commencing June 13, 2000, with a final 
payment due on June 13, 2006.  If there is a default, the interest rate will 
be the greater of (i) 9.10% or (ii) 2% above the prime interest rate. The 
Notes due 2008 bear interest at the rate of 7.25% per annum payable 
semiannually, and the principal amount is payable in annual installments of 
$15.0 million commencing June 13, 2004 with a final payment due on June 13, 
2008.  If there is a default, the interest rate will be the greater of (i) 
9.25% or (ii) 2% above the prime interest rate. The Notes due 2006 and the 
Notes due 2008 are unsecured and are subject to various restrictive 
covenants, including without limitation, requirements for the maintenance of 
specified financial ratios and levels of consolidated net worth and certain 
other provisions limiting the incurrence of additional debt and sale and 
leaseback transactions under the terms of the Note Purchase Agreement.

          All of the shares of the Company's common stock owned by Coleman 
Worldwide are pledged to secure indebtedness of Coleman Worldwide and CLN 
Holdings.  On May 20, 1997, CLN Holdings issued the Escrow Notes.  A portion 
of the net proceeds from the issuance of the Escrow Notes was contributed to 
Coleman Holdings Inc. ("Coleman Holdings") and used by it to redeem, on July 
15, 1997, its Senior Secured Discount Notes due 1998 (the "Holdings Notes"). 
Following the redemption of the Holdings Notes, Coleman Holdings was merged 
into CLN Holdings.  A portion of the net proceeds from the issuance of the 
Escrow Notes was contributed to Coleman Worldwide and used by it to accept 
for exchange, $554.1 million aggregate principal amount at maturity of Liquid 
Yield Option Notes-TM- due 2013 (the "LYONs"-TM-).  Coleman Worldwide plans 
to redeem the remaining $7.5 million aggregate principal amount at maturity 
of LYONs no later than May 27, 1998 with the remaining proceeds from the 
issuance of the Escrow Notes.  The LYONs and the Escrow Notes, to which the 
Company is not a party, provide that it is an additional purchase right event 
and an event of default, respectively, under these debt instruments if, among 
other things, the amount of debt incurred by the Company exceeds certain 
limitations or if there is a change of control of Coleman Worldwide or CLN 
Holdings, as the case may be, or the Company.  A change of control of CLN 
Holdings or Coleman Worldwide would permit the holder of LYONs or Escrow 
Notes, as the case may be, to sell such notes to the issuer of such notes. 
Consummation of the CLN Holdings Merger would be an additional purchase right 
under these debt instruments.  There are expected to be sufficient funds in 
escrow from the net proceeds of the Escrow Notes to repurchase the LYONs in 
the event a holder of LYONs seeks to have such LYONs repurchased. CLN 
Holdings may be required to borrow funds to repurchase the Escrow Notes if a 
holder of Escrow Notes seeks to have such Escrow Notes repurchased.

          Sunbeam has informed the Company that, following the consummation 
of the CLN Holdings Merger, it plans to refinance existing revolving and term 
debt of Coleman.

          The Company's international operations are located primarily in 
Japan, Europe, and Canada, which are not considered to be highly inflationary 
environments.  The Company uses a variety of derivative financial instruments 
to manage its foreign currency and interest rate exposures.  The Company does 
not speculate on interest rates or foreign currency rates.  Instead, it uses 
derivatives when implementing its risk management strategies to reduce the 
possible effects of these exposures.

          With respect to foreign currency exposures, the Company principally 
uses forward and option contracts to reduce risks arising from firm 
commitments, anticipated intercompany sales transactions and intercompany 
receivable and payable balances.  The Company generally uses interest rate 
swaps and interest rate caps to fix certain of its variable rate debt.  The 
Company manages credit risk related to these derivative contracts through 
credit approvals, exposure limits and other monitoring procedures.

                                      19
<PAGE>

IMPACT OF YEAR 2000

          Some of the Company's older computer programs were written using 
two digits rather than four to represent the applicable year.  As a result, 
those computer programs recognize a date represented by "00" as the year 1900 
rather than the year 2000.  This situation, known as the "Year 2000" issue, 
could cause a system failure or miscalculations causing disruptions of 
operations, including, among other things, a temporary inability to process 
transactions, send invoices, or engage in similar normal business activities.

          Based on ongoing assessments of the Company's operations, the 
Company has determined it will be required to modify or replace portions of 
its computer software so the computer systems will function properly with 
respect to dates in the year 2000 and thereafter.  The Company believes that, 
in most instances, with minor modifications to existing software, the Year 
2000 issue will not pose significant operational problems for its computer 
systems. The Company has identified one location with significant Year 2000 
software issues.  Failure to complete a timely conversion of this location to 
a Year 2000 compliant system could have a material impact on the operations 
of the Company; however, the Company has begun to replace the software at 
this location, and such replacement software is expected to be installed 
prior to December 31, 1999.

          The Company has initiated formal communications with some of its 
significant suppliers and large customers to determine the extent to which 
the Company's interface systems are vulnerable to those third parties' 
failure to remediate their own Year 2000 issues. There can be no guarantee 
that the systems of other companies on which the Company's systems rely will 
be timely converted and would not have an adverse effect on the Company's 
systems.

          In 1996, the Company began a project to select and install a 
Company-wide enterprise resource computer software system designed to improve 
operational efficiency.  The selected system is Year 2000 compliant and 
complete installation of this software system is expected to take three 
years.  The cost of the purchase of the software and installation costs is 
expected to range from $20.0 million to $25.0 million.  The Company will 
capitalize a significant portion of these costs and does not believe the 
costs of this project will have a significant impact on the Company's 
financial condition or results of operations.
     
          The costs of the project and the date on which the Company believes 
it will be Year 2000 compliant are based on management's best estimates, 
which were derived utilizing numerous assumptions of future events, including 
the continued availability of certain resources, third party modification 
plans and other factors. However, there can be no guarantee that these 
estimates will be achieved and actual results could differ materially from 
those anticipated.  Specific factors that might cause such material 
differences include, but are not limited to, the availability and cost of 
personnel trained in this area, the ability to locate and correct all 
relevant computer codes, and similar uncertainties.

SEASONALITY 
 
          The Company's sales generally are highest in the second quarter of 
the year and lowest in the fourth quarter.  As a result of this seasonality, 
the Company has generally incurred a loss in the fourth quarter.  The 
Company's sales may be affected by weather conditions.  For the years ended 
December 31, 1997, 1996 and 1995, second quarter sales comprised 
approximately 33%, 37% and 33% of annual sales, respectively.  Consequently, 
the company's annual results are largely impacted by its results during the 
second quarter.

INFLATION 

          In general, manufacturing costs are affected by inflation and the 
effects of inflation may be experienced by the Company in future periods.  
Management believes, however, that such effects have not been material to the 
Company during the past three years.

                                      20
<PAGE>

FORWARD-LOOKING STATEMENTS

          The Private Securities Litigation Reform Act of 1995 provides a 
"safe harbor" for certain forward-looking statements.  The forward-looking 
statements contained in this Form 10-K are subject to certain risks and 
uncertainties.  Actual results could differ materially from current 
expectations.  Among the factors that could affect the Company's actual 
results and could cause results to differ from those contained in the 
forward-looking statements are (i) unanticipated costs or delays in 
developing new products, (ii) a decrease in the public's interest in camping 
and related activities, (iii) economic softness in Japan, Korea, and other 
Asian countries, (iv) weather conditions which are adverse to the specific 
businesses of the Company, (v) significant adverse market or economic 
conditions which negatively affect demand for the Company's products, (vi) 
disruptions or delays resulting from the transactions contemplated by the 
Merger Agreements with Sunbeam for the acquisition of CLN Holdings and the 
Company, and (vii) changes in operating philosophy following the consummation 
of the CLN Holdings Merger and the Company Merger.  Other factors could also 
cause actual results to vary materially from the future results covered in 
such forward-looking statements.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

          See the consolidated financial statements listed in the 
accompanying List of Financial Statements and Schedules on Page F-1 herein.  
Information required by schedules called for under Regulation S-X is either 
not applicable or is included in the consolidated financial statements or 
notes thereto.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND      
         FINANCIAL DISCLOSURE

          None.
                                       
                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS

DIRECTORS

     The name, age, present principal occupation or employment, five year 
employment history, selected biographical information, and period of service 
as a director of the Company of each of the current directors of the Company 
are set forth below.

     Ronald O. Perelman, age 55, a director of the Company since 1989, has 
been Chairman of the Board and Chief Executive Officer of Mafco, MacAndrews 
Holdings and various of their affiliates since 1980.  Mr. Perelman is also 
Chairman of the Executive Committee of the Board of Consolidated Cigar 
Holdings Inc. ("Cigar Holdings"), M&F Worldwide Corporation, and Revlon, Inc. 
("Revlon") and Chairman of the Board of  Meridian Sports Incorporated 
("Meridian").  Mr. Perelman is also a director of the following corporations 
which file reports pursuant to the Securities Exchange Act of 1934, as 
amended (the "Exchange Act"):  California Federal Bank, A Federal Savings 
Bank ("Cal Fed"), Cigar Holdings, CLN Holdings Inc. ("CLN Holdings"), Coleman 
Worldwide Corporation ("Coleman Worldwide"), First Nationwide Holdings Inc., 
First Nationwide (Parent) Holdings Inc., Meridian, M&F Worldwide Corporation, 
Revlon Consumer Products Corporation ("Revlon Products"), Revlon, and REV 
Holdings Inc. ("REV Holdings").  (On December 27, 1996, Marvel Holdings Inc., 
Marvel (Parent) Holdings Inc., and Marvel Entertainment Group, Inc. 
("Marvel"), of which Mr. Perelman was then a director, and Marvel III 
Holdings Inc., of which Mr. Perelman is a director, and several of the 
subsidiaries of Marvel filed voluntary petitions for reorganization under 
Chapter 11 of the United States Bankruptcy Code.)

     Donald G. Drapkin, age 50, a director of the Company since 1989, has 
been a director and Vice Chairman of Mafco and various of its affiliates 
since 1987.  Mr. Drapkin was a partner in the law firm of Skadden, Arps, 
Slate, Meagher & Flom in New York for more than five years prior to March 
1987. Mr. Drapkin is also a director 

                                      21
<PAGE>

of the following corporations which file reports pursuant to the Exchange 
Act: Alogos Pharmaceutical Corporation, Black Rock Asset Investors, Cardio 
Technologies, Inc., Coleman Worldwide, The Cosmetic Center, Inc., Genta, 
Inc., Playboy Enterprises, Inc., Revlon, Revlon Products, VIMRx 
Pharmaceuticals Inc., and Weider Nutrition International, Inc.  (On December 
27, 1996, Marvel Holdings Inc., Marvel (Parent) Holdings Inc., and Marvel, of 
which Mr. Drapkin was then a director, and Marvel III Holdings Inc., of which 
Mr. Drapkin is a director, and several of the subsidiaries of Marvel filed 
voluntary petitions for reorganization under Chapter 11 of the United States 
Bankruptcy Code.)

     Frank Gifford, age 67, has been a director of the Company since 1997.  
Mr. Gifford has been a commentator with ABC Sports since 1971.  (On December 
27, 1996, Marvel, of which Mr. Gifford was a director, and several of its 
subsidiaries filed voluntary petitions for reorganization under Chapter 11 of 
the United States Bankruptcy Code.)

     Lawrence M. Jones, age 66, has been a director of the Company since 
1989.  Mr. Jones was Chairman and Chief Executive Officer of the Company from 
October 1990 to December 1993 and has been associated with the Company for 
more than 36 years, including serving as President and Chief Executive 
Officer from July 1989 to September 1990.  Prior to rejoining the Company in 
1989, Mr. Jones was Vice Chairman and Chief Financial Officer of Fleming 
Companies, Inc. (a distributor of food products, health and beauty items) 
from December 1987 to June 1989.  Mr. Jones presently serves as director of 
Union Pacific Resources, and was a director of Fourth Financial Corporation 
until January 1996, of Fleming Companies, Inc. until December 1996, and of 
Prince Sports Group, Inc. until March 1997. Mr. Jones also served as Chairman 
of Rollerblade, Inc. from February 1996 to April 1997.

     Ann D. Jordan, age 63, has been a director of the Company since June 
1997.  Ms. Jordan is a consultant and a director of Johnson & Johnson, 
Automatic Data Processing, Inc., The Travelers Corporation, and Salant 
Corporation.  Ms. Jordan also serves on the Board of Directors of the 
National Symphony Orchestra, Sloan Kettering Memorial Medical Center, Child 
Welfare League, Sasha Bruce Youthworks, University of Chicago, Spellman 
College, The John F. Kennedy Center for the Performing Arts and the SEC 
Consumer Affairs Advisory Commission.  She was formerly a Field Work 
Associate Professor at the School of Social Service Administration of the 
University of Chicago and served as Director of the Department of Social 
Services for the University of Chicago Medical Center.

     Jerry W. Levin, age 53, has been Chairman and Chief Executive officer of 
the Company since February 1997, and a past Chairman of the Company from 1989 
to 1991, and a director since 1989.  Mr. Levin has been Chairman of the Board 
of Revlon and of Revlon Products since their respective formations in 1992 
and Chairman of the Board of The Cosmetic Center, Inc. since April 1997.  Mr. 
Levin served as Chief Executive Officer of Revlon and of Revlon Products from 
1992 until January 1997, and President of Revlon and of Revlon Products from 
their respective formations in 1992 to November 1995. Mr. Levin has been 
Executive Vice President of MacAndrews Holdings since March 1989.  For 15 
years prior to joining MacAndrews Holdings, he held various senior positions 
with The Pillsbury Company ("Pillsbury").  Mr. Levin is a director of the 
following corporations which file reports pursuant to the Exchange Act: 
Coleman Worldwide, The Cosmetic Center, Inc., Ecolab Inc., U.S. Bancorp Inc., 
Meridian, Revlon, Revlon Products, and REV Holdings.

     John A. Moran, age 65, has been a director of the Company since July 
1996.  Mr. Moran currently serves as Chairman of Rutherford-Moran Oil 
Corporation.  From 1967, Mr. Moran was affiliated with Dyson-Kissner-Moran 
Corporation, a private holding company, serving in various executive 
positions including Chairman of the Board, President and Chief Executive 
Officer, and Executive Vice President.  He is a director of Bessemer 
Securities Corporation. He is a member and former Chairman of the National 
Advisory Council of the University of Utah, as well as a member of World 
Presidents Organization, the Chief Executives Organization and The Foreign 
Policy Association.  He is a former director of the United Nations 
Association and trustee of the Brooklyn Museum.

                                      22
<PAGE>

     James D. Robinson, age 62, has been a director of the Company since June 
1997.  Mr. Robinson is Chairman and Chief Executive Officer of RRE Investors, 
LLC, a private venture investment firm, and Chairman of Violy, Byorum & 
Partners Holdings, LLC, a private firm specializing in financial advisory and 
investment banking activities in Latin America.  He previously served as 
Chairman, and Chief Executive Officer of the American Express Company from 
1977 to 1993.  Mr. Robinson is a director of Bristol-Myers Squibb Company, 
Cambridge Technology Partners, Inc., The Coca-Cola Company, First Data 
Corporation and Union Pacific Corporation.

     Bruce Slovin, age 62, a director of the Company since February 1993, has 
been President of MacAndrews Holdings and various of its affiliates since 
1980.  Mr. Slovin is also a director of the following corporations which file 
reports pursuant to the Exchange Act: Cantel Industries, Inc., Coleman 
Worldwide, Continental Health Affiliates, Inc., Infu-Tech, Inc., Meridian, 
and M&F Worldwide Corporation.

     William H. Spoor, age 75, has been a director of the Company since May 
1992.  Mr. Spoor retired in September 1985 as Chairman and Chief Executive 
Officer of Pillsbury after 14 years in that position and 36 years with 
Pillsbury.  He returned to Pillsbury as Chairman of the Executive Committee 
in September 1987, and resumed as Chairman, Chief Executive Officer and 
President of Pillsbury in March 1988, from which he retired in August 1988.  
Mr. Spoor now serves as Chairman Emeritus of Pillsbury, and is in the 
business of personal investments.  He is a director of L & L Holdings and 
Inner City Tennis.

COMPENSATION OF DIRECTORS

     Directors who are not currently receiving compensation as employees of 
the Company or any of its affiliates are paid an annual $25,000 retainer fee 
and are reimbursed for reasonable out-of-pocket expenses incurred in 
connection with Company business. In addition, such directors receive a fee 
of $1,000 for each meeting of the Board of Directors or any committee meeting 
they attend.

EXECUTIVE OFFICERS

     The following table sets forth certain information as of March 3, 1998, 
concerning the executive officers of the Company.  All executive officers 
serve at the pleasure of the Board of Directors.

<TABLE>
            NAME        AGE                       POSITION
            ----        ---                       --------
<S>                     <C>   <C>
     Jerry W. Levin      53   Chairman of the Board, and Chief Executive Officer
     Mark Goldman        43   Executive Vice President
                                (Chairman - Eastpak)
     Patrick McEvoy      47   Executive Vice President
                                (President - Coleman Safety & Security Products)
     Joseph P. Page      44   Executive Vice President and
                                Chief Financial Officer
     David A. Ramon      42   Executive Vice President
                                (President - Outdoor Recreation Group)
     Paul E. Shapiro     56   Executive Vice President and General Counsel
     David K. Stearns    50   Executive Vice President
                                (President - Coleman Powermate)
     James L. Rasmus     45   Senior Vice President - Human Resources
     Karen Clark         37   Vice President - Finance
</TABLE>

     The following sets forth the position with the Company and selected 
biographical information for the executive officers of the Company who are 
not directors.

     Mark Goldman has been Executive Vice President since April 1995 and 
President of Eastpak since 1978.  He joined Eastpak in 1976.

                                      23
<PAGE>

     Patrick McEvoy has been Executive Vice President since March 1996 and 
President of Coleman Safety & Security Products, Inc. since January 1996.  He 
joined Coleman in April 1994 as the Senior Vice President of Product 
Development and Operations for the Company's North American Recreation 
business unit.  Prior to joining Coleman, he served as Vice President of 
Black & Decker Corporation from 1990 to 1994, and Vice President for the 
Chrysler Corporation from 1988 to 1990.

     Joseph P. Page joined the Company in August 1997 as Executive Vice 
President and Chief Financial Officer.  Since December 1993, Mr. Page has 
served as Executive Vice President and Chief Financial Officer of Andrews 
Group Incorporated ("Andrews Group").  From December 1993 through January 
1997, Mr. Page was Executive Vice President and Chief Financial Officer of 
New World Communications Group.  Prior to his employment with Andrews Group, 
Mr. Page was a partner in the accounting firm of Price Waterhouse for more 
than five years.

     David A. Ramon has been Executive Vice President since May 1997.  Prior 
to joining the Company, Mr. Ramon was a Director, President, and Chief 
Operating Officer for New World Television Incorporated from 1995 to 1997, 
and Executive Vice President and Chief Financial Officer for Gillett 
Holdings, Inc. from 1985 to 1994.

     Paul E. Shapiro has been Executive Vice President and General Counsel of 
the Company since July 1997.  Mr. Shapiro has been an Executive Vice 
President of Andrews Group since 1994, and from January 1994 to June 1997, 
served as the Executive Vice President and General Counsel of Marvel.  Prior 
to January 1994, Mr. Shapiro was a shareholder in the law firm of Greenberg, 
Traurig, Hoffman, Lipoff, Rosen & Quental from 1991 to 1993, and is currently 
Of Counsel to that firm.  Mr. Shapiro is a director of Toll Brothers, Inc. 
(On December 27, 1996, Marvel, of which Mr. Shapiro was an executive officer 
and director, and several of the subsidiaries of Marvel, filed voluntary 
petitions for reorganization under Chapter 11 of the United States Bankruptcy 
Code.)

     David K. Stearns has been Executive Vice President since January 1995, 
and  Senior Vice President - Marketing from October 1991 to January 1995.  He 
joined the Company in 1976 and has served in various positions, including 
Vice President/General Manager - Import Division from 1985 to 1990.

     James L. Rasmus joined the Company in April 1997 as Senior Vice 
President - Human Resources.  Prior to joining Coleman, Mr. Rasmus was the 
Executive Project Director, Shared Services for Tenneco. He has also held 
senior human resource positions with Case Corporation, United Technologies 
and Xerox Corporation.

     Karen Clark has been Vice President - Finance since July 1997. Prior to 
joining Coleman, Ms. Clark served as Corporate Controller for Precision 
Castparts Corp. from 1994 to 1997.  She was also Manager - Corporate Planning 
for Tektronix from 1990 to 1994.  Ms. Clark is a member of the Financial 
Executives Institute and the American Institute of Certified Public 
Accountants. 

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Exchange Act requires the Company's directors and 
executive officers, and persons who own more than 10 percent of the Company 
common stock, to file reports of ownership and changes in ownership with the 
Securities and Exchange Commission.

     Based solely on the Company's review of the reporting forms received by 
it, the Company believes that for 1997 all such filing requirements were 
satisfied.

                                      24
<PAGE>

ITEM 11.  EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

     The following table sets forth information concerning annual, long term 
and other compensation of the Company's Chief Executive Officer and the next 
four most highly-compensated executive officers, and three of its former 
executive officers.

<TABLE>
                                                                                    Long Term Compensation
                                                                             -----------------------------------
                                            Annual Compensation                Awards            Payouts
                                -------------------------------------------  ----------   ----------------------
                                                                             Securities
                                                               Other Annual  Underlying    LTIP      All Other
Name and Principal Position     Year      Salary     Bonus     Compensation   Options     Payouts   Compensation
---------------------------     ----     --------   --------   ------------  ----------   -------   ------------
<S>                             <C>      <C>        <C>        <C>           <C>          <C>       <C>      
Jerry W. Levin (1)              1997     $300,000   $300,000      $  2,567    500,000     $    0     $        0
Chairman and Chief Executive  
Officer        

David A. Ramon (2)              1997      400,000    125,000         2,912    100,000          0              0
Executive Vice President 
                              
Mark Goldman (3)                1997      250,000          0         6,300     40,000          0          4,230
Executive Vice President        1996      250,000          0             0          0          0          4,270
                                1995      250,000          0             0     20,000          0          4,492

David K. Stearns (4)            1997      240,000    134,844       105,930     20,000          0          6,212
Executive Vice President        1996      225,500          0        16,899     25,000          0          4,455
                                1995      189,996    159,425       121,880     40,000          0          3,877

Patrick McEvoy (5)              1997      200,000          0        72,675          0          0          4,064
Executive Vice President        1996      200,000          0       190,114     15,000          0          3,717
                                1995      190,000    159,290        38,305     20,000          0            794

Michael N. Hammes (6)           1997      116,668          0        27,441          0          0      1,212,035
Former Chief Executive Officer  1996      625,000          0             0     80,000          0          3,270
                                1995      600,000    891,103       163,950    100,000          0          3,117

Frederik van den Bergh (7)      1997      250,000          0        22,769     10,000          0        641,409
Former Executive Vice President 1996      333,333    233,333       204,266    130,000          0          2,124

Steven Kaplan (8)               1997      186,666    180,666         1,713     10,000          0        175,686
Former Executive Vice President 1996      116,667     50,000        31,592    125,000          0            501
</TABLE>

-----------------------

(1)  "Bonus" in 1997 includes $300,000 paid in January 1998 for 1997 
     performance.  "Other Annual Compensation" in 1997 includes $2,567 for 
     Company-paid parking expenses.

(2)  "Bonus" in 1997 includes $125,000 paid in March 1998 for 1997 
     performance.  "Other Annual Compensation" in 1997 includes Company-paid 
     expense of $2,912 related to relocation.

(3)  "Other Annual Compensation" in 1997 includes $6,300 for car allowance.  
     "All Other Compensation" in 1997 includes $3,230 for the Company's 401(k) 
     match and $1,000 for premiums paid for term life insurance.

(4)  "Bonus" in 1997 includes $60,000 bonus paid for relocation during 1997, 
     and $74,844 paid in March 1998 for 1997 performance. "Other Annual 
     Compensation" includes (i) for 1997, $82,500 ordinary income realized upon 
     the exercise/sale of certain stock options during 1997, $4,284 interest 
     differential housing allowance, $8,700 car allowance, $5,455 relocation 
     expenses and $4,991 tax gross-up thereon, (ii) for 1996, $10,155 for 
     interest differential housing allowance, $3,844 for personal use of 
     Company vehicle, $2,900 for car allowance, and (iii) for 1995, $113,561 
     for relocation costs.  "All Other Compensation" includes (i) for 1997, 
     $3,230 and $2,982, respectively, for the Company's 401(k) match and 
     premiums paid for term life insurance, (ii) for 1996, $3,164 and $1,291, 
     respectively, for the Company's 401(k) match and premiums paid for term 
     life insurance, and (iii) in 1995, $3,077 and $800, respectively, for the 
     Company's 401(k) match and premiums paid for term life insurance.

                                      25
<PAGE>

(5)  "Bonus" for 1995 includes $159,290 paid in February 1996 for 1995 
     performance.  "Other Annual Compensation" includes (i) for 1997, 
     $42,222 forgiveness of a loan, $21,753 interest differential housing 
     allowance, $8,700 car allowance, (ii) for 1996, $141,376 reimbursement 
     of capital loss due to relocation ($45,877 of which is a tax gross-up), 
     $20,844 for other payments related to relocation ($3,510 of which is a 
     tax gross-up), $19,194 interest differential housing allowance, $8,700 
     car allowance, and (ii) for 1995, $25,513 (which includes $4,402 tax 
     gross-up) related to the forgiveness of a loan, $8,700 car allowance, 
     and $4,092 related to various gifts ($1,410 of which is a tax gross-up 
     on the gifts). "All Other Compensation" includes (i) for 1997, $3,230 
     and $834, respectively, for the Company's 401(k) match and premiums 
     paid for term life insurance, (ii) for 1995, $3,183 and $534, 
     respectively, for the Company's 401(k) match and premiums paid for term 
     life insurance, and (iii) for 1995, $0 and $794, respectively, for the 
     Company's 401(k) match and premiums paid for term life insurance.

(6)  Mr. Hammes ceased to be an employee of the Company in February 1997.  
     "Bonus" includes $591,103 paid in February 1996 for 1995 performance 
     pursuant to a predecessor incentive plan and a $300,000 special bonus paid 
     in 1995 pursuant to Mr. Hammes' employment agreement.  "Other Annual 
     Compensation" includes (i) for 1997, $13,663 for personal use of a Company 
     vehicle, $10,853 for relocation costs ($4,912 of which is a tax gross-up), 
     and $2,925 interest differential housing allowance, and (ii) for 1995, 
     $137,703 for relocation costs.  "All Other Compensation" includes (i) for 
     1997, $2,380 and $0, respectively, for the Company's 401(k) match and 
     premiums paid for term life insurance, and $1,209,655 for termination of 
     employment payments including but not limited to severance payments, lump 
     sum payments, and the value of benefits received pursuant to a severance 
     agreement entered into with Mr. Hammes as of February 28, 1997 (see 
     "Employment Agreements and Termination of Employment Arrangements"), (ii) 
     for 1996, $3,230 and $40, respectively, for the Company's 401(k) match and 
     premiums paid for term life insurance and (iii) for 1995, $3,077 and $40, 
     respectively, for the Company's 401(k) match and premiums paid for term 
     life insurance.

(7)  Mr. van den Bergh ceased to be an employee of the Company in June 1997.  
     "Bonus" for 1996 includes $233,333 guaranteed incentive payment made in 
     1996 pursuant to Mr. van den Bergh's employment agreement.  "Other 
     Annual Compensation" includes (i) for 1997, $9,630 for Company vehicle 
     expenses, $5,493 for tax preparation expenses, $6,822 for housing 
     allowance, and $824 for representation allowance, and (ii) for 1996, 
     includes a $153,100 payment made to Mr. van den Bergh to compensation 
     him for the loss of stock option price appreciation upon leaving his 
     former employer.  "All Other Compensation" includes (i) for 1997, 
     $641,409 for termination of employment payments including, but not 
     limited to, severance payments, lump sum payments, and the value of 
     benefits received pursuant to a severance agreement entered into with 
     Mr. van den Bergh as of June 30, 1997 (see "Employment Agreements and 
     Termination of Employment Arrangements"), and (ii) for 1996, $2,124 for 
     premiums paid for term life insurance.
     
(8)  Mr. Kaplan ceased to be an employee of the Company in August 1997.  
     "Bonus" includes (i) for 1997, $130,666 guaranteed incentive and 
     $50,000 (final installment) signing bonus payments made in 1997 
     pursuant to Mr. Kaplan's employment agreement and (ii) for 1996, 
     $50,000 payments made during 1996 for first installment of signing 
     bonus pursuant to Mr. Kaplan's employment agreement. "Other Annual 
     Compensation" includes (i) for 1997, $1,416 for the personal use of a 
     Company car, and $297 for relocation costs, and (ii) for 1996, $31,592 
     for relocation costs ($14,103 of which is a tax gross-up). "All Other 
     Compensation" includes (i) for 1997, $174,812 for payments including, 
     but not limited to, severance payments, lump sum payments and value of 
     benefits received pursuant to a termination agreement entered into with 
     Mr. Kaplan as of August 31, 1997 (see "Employment Agreements and 
     Termination of Employment Arrangements"), and $874 for premiums paid 
     for term life insurance, and (ii) for 1996, $501 for premiums paid for 
     term life insurance.

                                      26
<PAGE>

OPTION GRANTS IN LAST FISCAL YEAR

     The following table sets forth information concerning individual grants 
of stock options during 1997 to the Company's Chief Executive Officer and the 
next four most highly-compensated executive officers, and three of its former 
executive officers. Pursuant to the Company Merger Agreement, each 
outstanding option to acquire the Company's common stock, which is not 
currently exercisable, will vest and become exercisable at the effective time 
of the CLN Holdings Merger and, to the extent not exercised prior to the 
effective time of the Company Merger, will be converted into the right to 
receive cash in an amount equal to the excess, if any, of $27.50 over the per 
share exercise price of such option.

<TABLE>
                                        % of Total
                                         Options
                                        Granted to
                                        Employees                  Expiration       Grant Date  
                             Options    in Fiscal      Exercise       Date            Present   
      Name                   Granted      Year          Price      of Options        Value (7)  
------------------           -------    ----------     ---------   ----------      -----------  
<S>                          <C>        <C>            <C>         <C>             <C>
Jerry W. Levin (1)           200,000       9.27%       $ 12.250     02/11/07       $ 1,257,120
                             300,000      13.91%         14.000     04/15/07         2,150,835
David A. Ramon (2)            62,500       2.89%         12.250     02/11/07           392,850
                              37,500       1.73%         16.875     05/13/07           334,558
Mark Goldman (3)              20,000        .92%         15.000     02/12/07           100,422
                              20,000        .92%         16.125     12/17/07           160,930

David K. Stearns (4)          20,000        .92%         16.125     12/17/07           158,532

Patrick McEvoy                    --         --              --           --                --  

Michael N. Hammes                 --         --              --           --                --  

Frederik van den Bergh (5)    10,000        .46%         14.000      4/15/07            67,527

Steven F. Kaplan (6)          10,000        .46%         14.000      4/15/07            67,527
</TABLE>

-------------------- 
(1)  Mr. Levin's options were granted on February 11, 1997 and April 15, 1997,
     respectively.  The February 11, 1997 and 200,000 of the April 15, 1997
     options were granted pursuant to the 1996 Stock Option Plan.  The remainder
     of the April 15, 1997 option was granted pursuant to the 1993 Stock Option
     Plan.  The options are exercisable in installments of 50%.  The earlier
     option vested on April 15, 1997 and December 31, 1997.  The later option
     vested on April 15, 1997 and is scheduled to vest again on April 15, 1998.

(2)  Mr. Ramon's options were granted on February 11, 1997 and May 13, 1997,
     respectively.  The February 11, 1997 and May 13, 1997 options were granted
     pursuant to the 1996 Stock Option Plan.  The options are exercisable in
     installments of 50%.  The earlier option vested on April 15, 1997 and
     December 31, 1997.  The later option vested on May 13, 1997 and December
     31, 1997.

(3)  Mr. Goldman's options were granted on February 12, 1997 and December 17,
     1997, Respectively.  ThE February 12, 1997 option was granted pursuant to
     the 1996 Stock Option Plan and the December 17, 1997 option was granted
     pursuant to the 1993 Stock Option Plan.  The February 12, 1997 option is
     exercisable in installments of 33%, 33% and 34%.  This option is scheduled
     to vest on February 12, 2000, February 12, 2001, and February 12, 2002,
     respectively.  The December 17, 1997 option is exercisable in installments
     of 50%.  This option is scheduled to vest on June 17, 1998 and December 17,
     1998.

(4)  Mr. Stearns' options were granted on December 17, 1997 pursuant to the 1996
     Stock Option Plan.  The option becomes exercisable in installments of 25%.
     The option is scheduled to vest on December 17, 1998, December 17, 1999,
     December 17, 2000, and December 17, 2001, respectively.

(5)  Mr. van den Bergh's options were granted on April 15, 1997 pursuant to the
     1996 Stock Option Plan. Pursuant to an agreement entered into with Mr. van
     den Bergh as of June 30, 1997, Mr. van den Berg's options expired
     unexercised.

(6)  Mr. Kaplan's options were granted on April 15, 1997 pursuant to the 1996
     Stock Option Plan.  Pursuant to an agreement entered into with Mr. Kaplan
     as of August 31, 1997, Mr. Kaplan's options expired unexercised.


                                      27

<PAGE>

(7)  The grant date present values were estimated using the Black-Scholes option
     pricing model and the following weighted-average assumptions; risk-free
     interest rates from 5.84% to 6.89%, dividend yield of 0%, volatility of the
     expected market price of the Company's common stock from 27.25% to 35.43%,
     and a weighted-average expected life of the options from 4.5 to 8.5 years.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

     The following table sets forth aggregated option exercises in the last 
fiscal year and fiscal year-end option values for the Company's Chief 
Executive Officer and the next four most highly-compensated executive 
officers, and three of its former executive officers.

<TABLE>
                                                              Value of
                                             Number of      Unexercised
                                            Unexercised     In-the-Money
                      Shares                 Options at      Options at
                    Acquired                    FY-End       FY-End (1)
                       on         Value      Exercisable/   Exercisable/
     Name           Exercise    Realized    Unexercisable   Unexercisable
--------------      --------    --------    --------------  ------------- 
<S>                 <C>         <C>         <C>             <C>
Jerry W. Levin             0           0       350,000/      $ 1,071,875/
                                               150,000           309,375

David A. Ramon             0           0       100,000/          238,281/
                                                     0                 0

Mark Goldman               0           0             0/                0/
                                                60,000            21,250

David K. Stearns      15,000      82,500         28,720/          41,790/
                                               110,280            46,253

Patrick McEvoy             0           0        21,900/           35,989/
                                                63,100            39,923

Michael N. Hammes          0           0             0/                0/
                                               580,000 (2)             0

Frederik van den Bergh     0           0             0/                0/
                                               130,000 (3)             0

Steven F. Kaplan           0           0             0/                0/
                                               135,000 (4)             0
</TABLE>

-------------------- 

(1)  Market closing price of $16.0625 per share on December 31, 1997 was used in
     computing year-end values.

(2)  Mr. Hammes' right to exercise the options expired on May 29, 1997, pursuant
     to the agreement entered into with Mr. Hammes on February 28, 1997.  The
     options expired by their terms unexercised on May 29, 1997.

(3)  Mr. van den Bergh was paid in lieu of the vested options that were 
     in-the-money on August 27, 1997, pursuant to the agreement entered into 
     with Mr. van den Bergh as of June 30, 1997.  The options were allowed to 
     expire by their terms unexercised on September 30, 1997.

(4)  Mr. Kaplan's right to exercise the options expired on November 30, 1997,
     pursuant to the agreement entered into with Mr. Kaplan as of August 31,
     1997.  The options expired by their terms unexercised on November 30, 1997.


EMPLOYMENT AGREEMENTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS

          The Company has an employment agreement with Mr. Levin effective for
the term October 1, 1997 through December 31, 2000. Pursuant to the Company
Merger Agreement, the Company will not have any responsibility for the Company's
obligations under Mr. Levin's employment agreement following consummation of the
CLN Holdings Merger, except for payment of the transaction bonus described
below.  The employment agreement provides for a base salary of $1,000,000 per
annum, and participation in The Coleman Company, Inc. Executive Annual Incentive
Plan (the "Incentive Plan") with a 100% target bonus opportunity.  The
employment agreement 


                                      28

<PAGE>

with Mr. Levin also provides for, among other things, participation in the 
Company's other benefit plans, certain pension benefits and payments upon 
death, disability, termination without cause and change of control of the 
Company.  Upon a termination of employment without cause, Mr. Levin would be 
entitled, among other things, to receive payments equal to base salary for 
the balance of the term of the agreement (but in any event not less than one 
year).  Upon a change of control Mr. Levin would be entitled to a lump sum 
payment equal to base salary and target bonus payable for the remainder of 
the term.  In addition, Mr. Levin's employment agreement provides for a 
gross-up for certain excise taxes resulting from payments and benefits under 
the employment agreement.  Pursuant to the employment agreement, Mr. Levin is 
entitled to a transaction bonus equal to 1.5% of the enterprise value of 
certain divestitures, up to a maximum aggregate amount of $1.5 million.  The 
consummation of the sale of CSS would result in a transaction bonus payable 
to Mr. Levin of $1.5 million.

     The Company has an employment agreement with Mr. Shapiro effective for 
the term July 1, 1997 through June 30, 2000. Pursuant to the Company Merger 
Agreement, the Company will not have any responsibility for the Company's 
obligations under Mr. Shapiro's employment agreement following consummation 
of the CLN Holdings Merger.  The employment agreement provides for a base 
salary of $350,000 per annum, and participation in the Incentive Plan with a 
70% target bonus opportunity.  The employment agreement with Mr. Shapiro also 
provides for, among other things, participation in the Company's other 
benefit plans and payments upon death, disability, termination without cause 
and change of control of the Company.  Upon termination of employment without 
cause, Mr. Shapiro would be entitled, among other things, to receive payments 
equal to base salary for the balance of the term of the agreement (but in any 
event not less than one year).  Upon a change of control, Mr. Shapiro would 
be entitled to a lump sum payment equal to base salary and target bonus 
payable for the remainder of the term.  In addition, Mr. Shapiro's employment 
agreement provides for a gross-up for certain excise taxes resulting from 
payments and benefits under the employment agreement.

     The Company has an employment agreement with Mr. McEvoy effective for 
the term January 1, 1996 through December 31, 1998. Pursuant to the 
employment agreement, Mr. McEvoy is paid a base salary of $200,000 per annum, 
and is entitled to participate in the Incentive Plan with a 70% target bonus 
opportunity.  The employment agreement with Mr. McEvoy also provides for, 
among other things, participation in the Company's other benefit plans and 
payments upon death, disability, termination without cause, and subject to 
certain conditions, change of control of the Company.  Upon a termination of 
employment without cause, or termination of employment upon a change of 
control, Mr. McEvoy would be entitled, for two years, among other things, to 
receive payments equal to base salary and target bonus and to participate in 
the Company's medical plans.  In addition, Mr. McEvoy's employment agreement 
provides for a gross-up of certain excise taxes resulting from payments and 
benefits under the employment agreement.  In addition, in connection with the 
sale of CSS, the Company and Mr. McEvoy entered into a retention agreement.  
Pursuant to such retention agreement, Mr. McEvoy will receive, among other 
things, a special bonus for one year in an amount equal to Mr. McEvoy's base 
salary, provided that if Mr. McEvoy becomes entitled to severance payments 
under his employment contracts as a result of a termination of employment 
within three months of a sale of CSS, the severance payments to Mr. McEvoy 
under his employment agreement will be reduced by the payments of the special 
bonus.

     Mr. Goldman had two employment agreements with the Company which became 
effective November 1, 1994 and terminated December 31, 1997.  Under the 
agreements, which had identical material terms, Mr. Goldman's base salary was 
$250,000 per year, and Mr. Goldman was eligible for a discretionary incentive 
payment each year.

     Mr. Hammes had an employment agreement with the Company effective 
January 1, 1996, which provided for, among other things, a base salary of 
$700,000 per annum.  Mr. Hammes' employment was terminated February 28, 1997. 
Effective such date, Mr. Hammes' entered into a severance agreement with the 
Company having a severance period of two years. Pursuant to the severance 
agreement, Mr. Hammes is entitled to, among other things, severance payments 
during the severance period at the rate of $700,000 per annum, and continued 
participation in the Company's medical plans during the severance period, and 
is entitled to certain pension 


                                      29

<PAGE>

payments beginning March 1, 1999.  In addition, pursuant to the severance 
agreement, Mr. Hammes was paid a lump sum payment during 1997 of $450,000 and 
is entitled to another $450,000 lump sum payment at the end of the severance 
period.

     Mr. van den Bergh had an employment agreement with the Company effective 
as of May 1, 1996, which provided for, among other things, a base salary of 
$500,000 per annum.  Mr. van den Bergh's employment was terminated effective 
June 30, 1997.  Effective such date, Mr. van den Bergh entered into a 
severance agreement with the Company having a severance period of one year. 
Pursuant to the severance agreement, Mr. van den Bergh was paid two lump sum 
payments during 1997 totaling $550,000 and is entitled to, among other 
things, continued participation in the Company's medical plans during the 
severance period.

     Mr. Kaplan had an employment agreement with the Company effective as of 
August 1, 1996, which provided for, among other things, a base salary of 
$280,000 per annum.  Mr. Kaplan's employment was terminated effective August 
31, 1997.  Effective such date Mr. Kaplan entered into a severance agreement 
with the Company, having a severance period or two years.  Pursuant to the 
severance agreement, Mr. Kaplan is entitled to, among other things, severance 
payments during the severance period at the rate of $426,000 per annum, and 
continued participation in the Company's medical plans during the severance 
period.

PENSION PLANS

     RETIREMENT PLAN.  The Company participates in the New Coleman Company, 
Inc. Retirement Plan for Salaried Employees (the "Salaried Pension Plan") 
which replaced a prior plan that was terminated on June 30, 1989.  
Participants in the Salaried Pension Plan include participants under the 
prior plan and certain salaried exempt employees who are at least 21 years 
old and have completed at least one year of service with the Company.

     Benefits to participants vest fully after five years of Vesting Service 
(as defined in the Salaried Pension Plan) and such benefits are determined 
primarily by a formula based on the average of the five consecutive years of 
greatest compensation earned during the last ten years of the participant's 
service to the Company, and the number of years of service attained by the 
individual participant.  Such compensation is composed primarily of regular 
base salary and contributions to qualified deferred compensation plans and 
does not include amounts paid pursuant to the Company's annual cash incentive 
compensation plans. Participants make no contributions to the Salaried 
Pension Plan.

     EXCESS BENEFIT PLAN.  The Company participates in the New Coleman 
Holdings Inc. Excess Benefit Plan (the "Excess Benefit Plan") for designated 
employees who are participants in the Salaried Pension Plan and whose 
retirement income from the Salaried Pension Plan in the form of payment to be 
made under the Salaried Pension Plan exceeds the maximum permissible under 
the Employee Retirement Income Security Act, as amended, and certain 
provisions of the Internal Revenue Code of 1986, as amended (the "Code").  
The Excess Benefit Plan supplements the Salaried Pension Plan by providing 
additional retirement benefits to its participants in excess of the maximum 
amount permitted under the Salaried Pension Plan, which benefits generally 
are payable in conjunction with payments made under the Salaried Pension 
Plan.  Benefits payable under the Excess Benefit Plan have been included in 
the estimated annual benefits payable listed on the table following 
discussion of the Consolidated Supplemental Retirement Plan.  The Excess 
Benefit Plan was amended and restated effective January 1, 1995 to add a 
provision allowing annual cash incentive compensation plan payments to 
designated participants to be included as compensation in the formula used to 
determine benefits under the Excess Benefit Plan. Thirteen executives 
participated in this feature of the Excess Benefit Plan during 1997.

     CONSOLIDATED SUPPLEMENTAL RETIREMENT PLAN. In addition to the obligation 
of the Company under the Salaried Pension Plan and the Excess Benefit Plan, 
the Company had committed to provide other supplemental retirement benefits 
solely for Mr. Hammes, including credit for additional years of service and 
certain other formula changes.  Pursuant to an agreement entered into with 
Mr. Hammes in February 1997, discussed above, Mr. Hammes is no longer a 
participant in the Consolidated Supplemental Retirement Plan.


                                      30

<PAGE>

          The following table shows estimated annual benefits payable under the
Salaried Pension Plan and the Excess Benefit Plan, and reflects the straight
life benefit form of payment for employees, assumes normal retirement at age 65,
and reflects deductions for Social Security and other offset amounts:

<TABLE>
                           Estimated Annual Pension
  ---------------------------------------------------------------------- 
  Final Average     10 Years      20 Years       30 Years      35 Years
    Earnings       of Service    of Service     of Service    of Service
  -------------    ----------    ----------     ----------    ---------- 
  <S>              <C>           <C>            <C>           <C>
   $   100,000     $   15,896    $   31,792     $   47,688    $   55,636
       200,000         35,896        71,792        107,688       125,636
       300,000         55,896       111,792        167,688       195,636
       400,000         75,896       151,792        227,688       265,636
       500,000         95,896       191,792        287,688       335,636
       600,000        115,896       231,792        347,688       405,636
       700,000        135,896       271,792        407,688       475,636
       800,000        155,896       311,792        467,688       545,636
       900,000        175,896       351,792        527,688       615,636
     1,000,000        195,896       391,792        587,688       685,636
     1,100,000        215,896       431,792        647,688       755,636
     1,200,000        235,896       471,792        707,688       825,636
     1,300,000        255,896       511,792        767,688       895,636
     1,400,000        275,896       551,792        827,688       965,636
     1,500,000        295,896       591,792        887,688     1,035,636
     1,600,000        315,896       631,792        947,688     1,105,636
     1,700,000        335,896       671,792      1,007,688     1,175,636
     1,800,000        355,896       711,792      1,067,688     1,245,636
</TABLE>


     Benefits under the Salaried Pension Plan are payable upon normal 
retirement at age 65, and at age 55 following vested termination, disability, 
and death.  A participant may elect to commence early benefit payments at any 
time after the participant's 55th birthday or may retire with 30 years of 
Vesting Service at amounts reduced from those payable upon normal retirement 
age.  As of December 31, 1997, credited years of service for each of the 
individuals listed on the Summary Compensation Table are as follows:  Mr. 
Levin, 8.7 years; Mr. Ramon, 4.6 years; Mr. Goldman, 4 years; Mr. Stearns, 
21.2 years; Mr. McEvoy, 3.8 years; Mr. Hammes, 3.4 years; Mr. van den Bergh, 
zero years; and Mr. Kaplan, 1.1 years.  In accordance with Mr. Hammes' 
termination of employment agreement (see Employment Agreements and 
Termination of Employment Arrangements), discussed above, Mr. Hammes will be 
entitled to receive a pension of $15,110 per month commencing March 1, 1999.

     Pursuant to the Company Merger Agreement, from and after the effective 
time of the CLN Holdings Merger, Sunbeam has agreed to allow Company 
employees to participate in Sunbeam benefit plans on substantially the same 
basis as similarly situated Sunbeam employees, and has also agreed to cause 
the Company to continue its employee benefit plans for a period of at least 
six (6) months following such date.  Sunbeam has also agreed to give Company 
employees full credit for purposes of eligibility and vesting of benefits and 
benefit accrual for service with the Company and its affiliates prior to the 
effective time of the CLN Holdings Merger provided, however, that no such 
crediting of service results in duplication of benefits.


                                      31

<PAGE>

REPORT ON EXECUTIVE COMPENSATION BY THE COMPENSATION COMMITTEE

     The Compensation Committee is comprised entirely of directors who are
not officers or employees of the Company.  The Compensation Committee is
composed of Messrs. Robinson (Chairman), Drapkin and Slovin, and Ms. Jordan.
The Compensation Committee is responsible for:

     -   Reviewing and approving the salary and annual incentive compensation
         of the Company's executive officers;

     -   Reviewing, approving or modifying performance standards against which
         annual incentive compensation awards will be made for executive
         officers;

     -   Reviewing, approving or modifying annual incentive compensation
         awards for executive officers;

     -   Reviewing, approving or modifying stock option awards for all
         employees, including executive officers;

     -   Reviewing, approving or modifying supplemental benefit or
         compensation plans which are available to designated executives;

     -   Reviewing and recommending to the Board of Directors changes to
         current executive officer benefit plans or the adoption of new
         executive compensation programs requiring shareholder approval; and

     -   Reviewing and acting as appropriate on any other issues relating to
         executive compensation and brought to the Compensation Committee by
         the Chairman for its consideration.

     COMPENSATION PHILOSOPHY

         In 1994, the compensation philosophy for the Company was developed
and adapted.  The philosophy includes the following principles:

     -   Support the achievement of the Company's desired financial
         performance and return to shareholders;

     -   Provide compensation that will attract and retain the required high
         level talent; and

     -   Align executives officers' interest with the Company's success by
         linking both annual incentive compensation and long-term incentive
         compensation, in the form of stock option and/or stock appreciation
         rights awards, with the Company's success in achieving performance
         goals.

         The executive compensation philosophy for the Company, as
approved and adopted by the Compensation Committee, provides for an overall
level of potential compensation opportunity that, if aggressive financial goals
are achieved and superior shareholder returns are realized, will be at a 75th
percentile level of competitiveness with consumer products companies of
comparable size.  To determine pay level opportunities, the Compensation
Committee consulted with outside consultants and with the Company's officers
responsible for human resources.

         The Compensation Committee intends, over time, to set salaries in
a manner consistent with the foregoing.  Annual incentive and stock option
opportunities are intended to be set above predicted competitive norms.  Actual
individual compensation levels may be greater or lesser than median competitive
levels, based upon annual and long-term Company performance.  The Compensation
Committee, at its discretion, sets executive compensation at levels which it
judges are justified by external, internal and other circumstances.

                                     32
<PAGE>

     COMPLIANCE WITH FEDERAL TAX LEGISLATION

          The Omnibus Budget Reconciliation Act of 1993 added Section
162(m) to the Code which, generally precludes the Company and other public
companies from taking a tax deduction for compensation over $1 million which is
not "performance-based" and is paid, or otherwise taxable, to executives named
in the Summary Compensation Table and employed by the Company at the end of the
applicable tax year.  The Company attempts to preserve as much deduction as
possible without undercutting the compensation objectives set forth above.  Each
director on the Compensation Committee is an "outside director" within the
meaning of Section 162(m) of the Code.

     BASE COMPENSATION

          During 1997, the base compensation of each executive officer was
reviewed and compared to median levels of competitiveness for similarly sized
consumer products companies. The Company has adopted the practice of base
compensation increases for executive officers based on an annual review of the
executive performance and to adjust compensation and to keep it approximately to
the standard described above.

     ANNUAL CASH INCENTIVE COMPENSATION

          The Chief Executive Officer was paid a bonus based on the targets
in the Incentive Plan, even though a certain condition to payment of the target
bonus was not satisfied.  The other named executive officers who were employed
by Coleman at the end of the year were also paid a bonus based on the same
criteria.  During 1997, no bonus was paid to the former Chief Executive Officer.
The bonuses were paid to recognize the substantial progress made in the
restructuring of Coleman.

     LONG TERM INCENTIVES

          In 1997, the Compensation Committee approved option grants to the
Chief Executive Officer of 200,000 shares on February 11, 1997, at an exercise
price of $12.25 and 300,000 shares on April 14, 1997 at an exercise price of
$14.00.  It also approved grants totaling in the aggregate 160,000 shares to the
other named executive officers employed by the Company at the end of 1997.  The
Compensation Committee believes that these grants, which were primarily made in
the first half of 1997, provide an appropriate link between the interest of
executives with those of the Company's shareholders.

     OTHER BENEFITS

          The Company provides medical and retirement benefits to executive
officers that are generally available to Company salaried employees, including
participation in medical and dental benefit plans, a qualified 401(k) employee
savings plan and a qualified defined benefit retirement plan.  In addition, the
Company provides certain officers and key management employees a nonqualified
benefit equalization plan which is designed to make up for benefits that would
otherwise to lost due to various tax limitations.  The Company's benefit plans
are intended to provide a median level of benefits when compared to similarly
sized consumer products companies.  The Company also provides certain executive
officers with certain executive prerequisites which may be deemed to be a
personal benefit or constitute compensation to such executive officers,
including (for example) car allowances and reimbursements, and club membership
dues.

                                     33
<PAGE>

          The Compensation Committee believes the executive compensation
philosophy and programs are appropriate and serve the interest of the
shareholders and the Company.

                                             Compensation Committee:
                                             James D. Robinson, Chairman
                                             Donald G. Drapkin
                                             Ann D. Jordan
                                             Bruce Slovin

CUMULATIVE SHAREHOLDER RETURN PERFORMANCE GRAPH

     The graph set forth below presents a comparison of cumulative
shareholder return for the Company's common stock for the five-year period
December 31, 1992 through December 31, 1997, on an indexed basis, as compared
with the S&P Midcap 400 stock index and a selected peer group of companies.

     The group of companies selected for the peer group represents a
portfolio of companies which share certain characteristics considered relevant
to the earnings performance and related cumulative shareholder return for the
Company's common stock. Selection of the peer group for the performance line was
impacted by the fact that many of the Company's direct competitors are privately
held or are subsidiaries of much larger public companies. Selection criteria
applied in formulating the group of 12 companies, each of whose stock is
publicly traded, required each company to share one or more of the following
characteristics representative of the Company: (a) competitors with the Company
in one or more of its product lines; (b) companies which serve mass
merchandisers and their customers; (c) companies offering strong brand name
consumer products; and (d) companies serving recreational products consumers.


                                     34
<PAGE>

     The 12 companies selected as the peer group are as follows: Johnson
Worldwide Associates, Inc.; Anthony Industries, Inc.; Huffy Corporation;
Kellwood Company (parent of American Recreation Products, Inc.); Russell
Corporation; Snap-on Tools Corporation; Sunbeam; Brunswick Corporation; V.F.
Corporation (parent of JanSport, Inc.); Newell Co.; Rubbermaid Incorporated; and
Cooper Industries, Inc.




                                  [GRAPH]



<TABLE>
                  12/31/92   12/31/93   12/31/94   12/31/95   12/31/96   12/31/97
                  ---------------------------------------------------------------
<S>               <C>        <C>        <C>        <C>        <C>        <C>
Coleman             $100       $ 98       $123       $123       $ 96       $113
S&P MidCap 400      $100       $114       $110       $143       $171       $226
Peer Group          $100       $107       $100       $106       $124       $160
</TABLE>



                                     35
<PAGE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth information concerning beneficial ownership,
as of the close of business on March 3, 1998, of the Company's common stock by
its 5% beneficial owners, its directors, Chief Executive Officer and the next
four most highly-compensated executives, and of directors and executive
officers as a group.

<TABLE>
Name of                                    Amount and Nature of   Percent
Beneficial Owner                           Beneficial Ownership   of Class
----------------                           --------------------   --------
<S>                                        <C>                    <C>
Ronald O. Perelman                            44,067,520 (1)         82%
  35 E. 62nd Street
  New York, New York 10021
Sunbeam Corporation                           44,067,520 (2)         82%
  1615 South Congress Avenue, Suite 200
  Delray Beach, Florida 33445
Donald G. Drapkin                                 30,000 (3)          *
Frank Gifford                                          0              *
Lawrence M. Jones                                 40,512              *
Ann Jordan                                             0              *
Jerry W. Levin                                   373,000 (4)          *
John A. Moran                                     10,000              *
James D. Robinson III                                  0              *
Bruce Slovin                                      52,600 (5)          *
William H. Spoor                                   6,000 (6)          *
David A. Ramon                                   100,000 (7)          *
Mark Goldman                                           0              *
David K. Stearns                                  25,342 (8)          *
Patrick McEvoy                                         0              *
Michael N. Hammes                                      0 (9)          *
Steven Kaplan                                          0 (9)          *
Frederik van den Bergh                            11,000 (9)          *
All Directors and Executive                   44,768,474(10)         83%
  Officers as a Group
  (21 persons)
</TABLE>

* Less than 1%

-------------
(1)  Substantially all of the shares owned are pledged to secure obligations of
     Coleman Worldwide and CLN Holdings and shares of intermediate holding
     companies are or from time to time may be pledged to secure obligations of
     MacAndrews & Forbes Holdings, Inc. or its affiliates.

(2)  The Statement on Schedule 13D filed by Sunbeam on March 9, 1998 indicates
     that Sunbeam may be deemed to be the beneficial owner of 44,067,520 shares
     by reason of its execution of the CLN Holdings Merger Agreement.

(3)  Includes 10,000 shares owned by trusts for the benefit of Mr. Drapkin's
     children and as to which beneficial ownership is disclaimed.

(4)  Includes 2,000 shares owned by trusts for the benefit of Mr. Levin's
     children and as to which beneficial ownership is disclaimed. Includes
     350,000 shares which may be acquired within 60 days pursuant to stock
     options.

(5)  Includes 46,300 shares held in trust for family members and as to which
     beneficial ownership is disclaimed.

(6)  Includes 4,000 shares held in trust for the benefit of Mr. Spoor pursuant
     to the IDS Bank & Trust, Trustee, The Pillsbury Company 401(k) Savings
     Plan.

                                     36
<PAGE>

(7)  Includes 100,000 shares which may be acquired within 60 days pursuant to
     stock options.

(8)  Includes 520 shares held by Mr. Stearns' spouse and as to which beneficial
     ownership is disclaimed.  Includes 20,720 shares which may be acquired
     within 60 days pursuant to stock options.

(9)  No current information is available as to share ownership.  Reflects
     information in the Company's records as of the date of termination of
     employment.

(10) Includes an additional 52,500 shares which may be acquired within 60 days
     by directors and executive officers as a group pursuant to stock options.
     Excludes 1,002,380 shares which may be acquired by directors and executive
     officers pursuant to stock options which will vest and become exercisable
     upon consummation of the CLN Holdings Merger.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

RELATIONSHIP WITH MACANDREWS & FORBES

     Ronald O. Perelman, through MacAndrews & Forbes, beneficially owns
indirectly 82% of Coleman's common stock.  Due to its stock ownership,
MacAndrews & Forbes controls Coleman and is able to elect the entire board of
directors.  On February 27, 1998, the CLN Holdings Merger Agreement and the
Company Merger Agreement were executed as described in further detail above.  As
a result of the CLN Holdings Merger, CLN Holdings will become a wholly-owned
subsidiary of Sunbeam and Sunbeam will become the indirect owner of
approximately 82% of the outstanding Coleman common stock.  Additionally, upon
consummation of the CLN Holdings Merger, all of the current members of Coleman's
board of directors will resign from their positions as directors, and five
individuals designated by Sunbeam will become directors of the Company.

     MacAndrews & Forbes is a diversified holding company with interests in
several industries.  The principal executive offices of MacAndrews & Forbes are
located at 35 East 62nd Street, New York, New York 10021.

CROSS-INDEMNIFICATION AGREEMENT

     Coleman and Holdings are parties to a cross-indemnification agreement
(the "Cross-Indemnification Agreement"), pursuant to which Coleman has agreed to
indemnify Holdings against all liabilities related to the outdoor products
business transferred to Coleman by Holdings, and Holdings has agreed to
indemnify Coleman and its immediate corporate parent against all liabilities of
Holdings other than liabilities related to the outdoor products business
transferred by Holdings to Coleman.  The liabilities that Coleman will indemnify
Holdings against include (i) asserted and potential product liability claims
arising out of products manufactured or sold by the outdoor products business,
and (ii) asserted and potential environmental claims and liabilities related to
facilities currently or formerly owned or used by the outdoor products business.

TAX SHARING AGREEMENT

     The Company is included in the consolidated tax group of which Mafco
is the common parent and Coleman's tax liability will be included in the
consolidated Federal income tax liability of Mafco.  Coleman is also included in
certain state and local tax returns of Mafco or its affiliates.  Coleman
participates in a Tax Sharing Agreement (the "Tax Sharing Agreement") pursuant
to which it pays to Coleman Worldwide amounts equal to the taxes that Coleman
would otherwise have to pay if it were to file separate Federal, state or local
income tax returns (including any amounts determined to be due as a result of a
redetermination of the tax liability of Mafco arising from an audit or
otherwise).  Under Federal law, Coleman is subject to liability for the
consolidated Federal income tax liabilities of the consolidated group of which
Mafco is the common parent, for any taxable period during which Coleman or a
subsidiary is a member of that consolidated group.  Mafco has agreed, however,
to indemnify Coleman for any such Federal income tax liability (and certain
state and local tax liabilities) of Mafco or any of its subsidiaries that
Coleman is actually required to pay.  Because the payments to be made by Coleman
under the Tax Sharing Agreement are determined by the amount of taxes that
Coleman would otherwise have to pay if it were to file separate Federal, state
or local income tax returns, the Tax Sharing Agreement will benefit Mafco to the
extent that Mafco can offset the taxable income generated by Coleman against
losses and tax credits

                                     37
<PAGE>

generated by Mafco and its other subsidiaries.  Following the consummation of
the CLN Holdings Merger, Coleman will no longer be included in the Mafco
consolidated tax group.  The Tax Sharing Agreement will be terminated on the
date of the CLN Holdings Merger.  The CLN Holdings Merger Agreement provides
for certain tax indemnities and tax sharing payments with respect to Mafco,
Coleman and their respective affiliates.

INSURANCE PROGRAMS

     Coleman is insured under policies maintained by MacAndrews & Forbes or
its affiliates, including health and life insurance, workers compensation, and
liability insurance.  The Company's expense represents its expected costs for
self-insured retentions and premiums for excess coverage insurance.  For 1997,
such expense, including the Company's allocable share of premiums for such
insurance, was approximately $13.3 million. Management believes that the terms
for such insurance are at least as favorable as terms that could be obtained by
the Company were it separately insured.

SERVICES PROVIDED BY OTHER AFFILIATES

     From time to time, Coleman purchases from affiliates, at negotiated
rates, specialized accounting and other services.  Coleman also provides, at
negotiated rates, specialized accounting services and other services to an
affiliate.  The net expense for such services was approximately $394,000 during
1997.  Coleman believes that the terms of such arrangements are at least as
favorable to Coleman as those it could have negotiated with nonaffiliated
parties.  In addition, certain employees of the Company have been paid by
MacAndrews & Forbes or other affiliates of the Company, and the Company
reimburses such affiliates for the compensation expense for such employees.

PURCHASE OF INACTIVE SUBSIDIARIES

     During the first quarter of 1997, Coleman purchased an inactive
subsidiary from an affiliate for approximately $1.0 million, plus a portion of
certain tax benefits to the extent such benefits are realized by Coleman.
During the fourth quarter of 1997, Coleman purchased an inactive subsidiary from
an affiliate for which the Company agreed to pay 50% of the tax benefits
realized by Coleman when and if such benefits are realized.  Coleman expects to
realize certain tax benefits from the tax losses of such subsidiaries.

OFFICE LEASE

     Coleman subleases office space in New York City from an affiliate.
The rent paid by Coleman represents the allocable portion, based on the space
leased, of the rent paid by the affiliate to its third party landlord.  The
expense for such rent during 1997 was approximately $158,000.  Coleman believes
that the terms of the sublease are at least as favorable to Coleman as those it
could have negotiated with nonaffiliated parties.

PENSION PLANS

     Holdings maintains pension and other retirement plans in various forms
covering employees of Coleman who meet eligibility requirements.  Holdings also
has an unfunded excess benefit plan covering certain of Coleman's U.S. employees
whose benefits under the plans described above are limited by provisions of the
Code.  Coleman pays to Holdings it allocable costs of maintaining such plans for
Coleman's employees.  As part of the consummation of the CLN Holdings Merger,
such pension and other benefits plans will be assigned and assumed by Coleman.

OTHER ARRANGEMENTS

     At the beginning of 1995, Mr. McEvoy, an Executive Vice President of
Coleman, had a noninterest-bearing loan from Coleman in the amount of $63,333.
At the end of 1997, the principal balance of the loan was $0.

                                     38

<PAGE>

          During 1997, Coleman purchased licensing services from an affiliate,
for which it paid approximately $650,000.

          During 1997, Coleman sold products to an affiliate, for which it
received approximately $900,000.

          During 1997, Coleman used an airplane owned by a corporation of which
a director of Coleman is a stockholder, for which Coleman paid approximately
$158,000.

          During 1997, a subsidiary of Coleman paid approximately $254,000 for
warehouse space leased from a real estate partnership in which Mr. Goldman, an
Executive Vice President of Coleman, and three other immediate family members of
Mr. Goldman's are partners.  A manufacturing business owned by Mr. Goldman's
father contracted with Coleman's subsidiary for the manufacture of goods sold to
the subsidiary, for which the subsidiary paid approximately $2.6 million during
1997.  Pursuant to the agreement by which Coleman acquired the Eastpak business,
Mr. Goldman is entitled to certain additional payments from Coleman upon Eastpak
achieving certain operating targets.  In accordance with such agreement, a final
additional payment of $12.0 million was paid to Mr. Goldman for 1997 financial
performance.


                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     (a)  (1) and (2) Financial Statements and Schedule. 

             See List of Financial Statements and Schedules which appears
             on page F-1 herein.

          (3)  Exhibits

          EXHIBIT NO.                     DESCRIPTION
          ----------                      -----------
              2.1      Agreement and Plan of Merger among Sunbeam 
                       Corporation, Camper Acquisition Corp. and The Coleman 
                       Company, Inc. dated as of February 27, 1998 
                       (incorporated by reference to Exhibit 2.1 to The 
                       Coleman Company, Inc. Current Report on Form 8-K/A 
                       filed on March 5, 1998).

              2.2      Agreement and Plan of Merger among Sunbeam 
                       Corporation, Laser Acquisition Corp, CLN Holdings Inc. 
                       and Coleman (Parent) Holdings Inc. dated as of 
                       February 27, 1998 (incorporated by reference to 
                       Exhibit 10.1 to The Coleman Company, Inc. Current 
                       Report on Form 8-K/A filed on March 5, 1998).

              3.1      Certificate of Incorporation of The Coleman Company, 
                       Inc., filed with the Secretary of State of Delaware on 
                       December 17, 1991 (incorporated by reference to 
                       Exhibit 3.1 to The Coleman Company, Inc. 1993 Annual 
                       Report on Form 10-K).

              3.2      Bylaws of The Coleman Company, Inc., as amended 
                       (incorporated by reference to Exhibit 3.1 to The 
                       Coleman Company, Inc. Form 10-Q for the period ended 
                       June 30, 1997).

              4.1      Amended and Restated Credit Agreement dated as of 
                       August 3, 1995 among the Company, the Lenders party 
                       thereto, the Issuing Bank, the Agent, and the 
                       Co-Agents (incorporated by reference to Exhibit 4.2 to 
                       The Coleman Company Inc. Form 10-Q for the period 
                       ended June 30, 1995).

                                       39

<PAGE>

              4.2      Amendment No. 1 dated as of April 30, 1996 to the 
                       Amended and Restated Credit Agreement, dated as of 
                       August 3, 1995 among The Coleman Company, Inc., the 
                       Lenders party thereto, the Issuing Bank, the Agent and 
                       the Co-Agents (incorporated by reference to Exhibit 
                       4.1 to The Coleman Company, Inc. Form 10-Q for the 
                       period ended March 31, 1996).

              4.3      Amendment No. 2 dated as of April 30, 1996 to the 
                       Amended and Restated Credit Agreement, dated as of 
                       August 3, 1995 among The Coleman Company, Inc., the 
                       Lenders party thereto, the Issuing Bank, the Agent and 
                       the Co-Agents (incorporated by reference to Exhibit 
                       4.2 to The Coleman Company, Inc. Form 10-Q for the 
                       period ended March 31, 1996).

              4.4      Amendment No. 3 dated as of May 29, 1996 to the 
                       Amended and Restated Credit Agreement, dated as of 
                       August 3, 1995 among The Coleman Company, Inc., the 
                       Lenders party thereto, the Issuing Bank, the Agent and 
                       the Co-Agents (incorporated by reference to Exhibit 
                       4.1 to The Coleman Company, Inc. Form 10-Q for the 
                       period ended September 30, 1996).

              4.5      Amendment No. 4 dated as of October 25, 1996 to the 
                       Amended and Restated Credit Agreement, dated as of 
                       August 3, 1995 among The Coleman Company, Inc., the 
                       Lenders party thereto, the Issuing Bank, the Agent and 
                       the Co-Agents (incorporated by reference to Exhibit 
                       4.2 to The Coleman Company, Inc. Form 10-Q for the 
                       period ended September 30, 1996).

              4.6      Amendment No. 5 dated as of March 7, 1997 to the 
                       Amended and Restated Credit Agreement, dated as of 
                       August 3, 1995 among The Coleman Company, Inc., the 
                       Lenders party thereto, the Issuing Bank, the Agent and 
                       the Co-Agents (incorporated by reference to Exhibit 
                       4.6 to The Coleman Company, Inc. 1996 Annual Report on 
                       Form 10-K).

              4.7      Note Purchase Agreement dated as of August 3, 1995
                       among The Coleman Company, Inc., and Purchasers party
                       thereto (incorporated by reference to Exhibit 4.3 to
                       The Coleman Company Inc. Form 10-Q for the period
                       ended June 30, 1995).

              4.8      Note Purchase Agreement dated as of May 1, 1996 among
                       The Coleman Company, Inc., and Purchasers party
                       thereto (incorporated by reference to Exhibit 4.1 to
                       The Coleman Company, Inc., Current Report on Form 8-K
                       dated June 28, 1996).

              4.9      Specimen copy of definitive certificate of common
                       stock of The Coleman Company, Inc., par value $.01 per
                       share (incorporated by reference to Exhibit 4.4 to The
                       Coleman Company, Inc. 1992 Annual Report on Form 10-K).

              10.1     Cross-Indemnification Agreement dated as of February
                       26, 1992 among New Coleman Holdings Inc., Coleman
                       Finance Holdings Inc., The Coleman Company, Inc., and
                       certain subsidiaries of New Coleman Holdings Inc. and
                       The Coleman Company, Inc., (incorporated by reference
                       to Exhibit 10.1 to The Coleman Company, Inc. 1992
                       Annual Report on Form 10-K).

              10.2     Amendment No. 1 dated as of December 30, 1992 to the
                       Cross-Indemnification Agreement (incorporated by
                       reference to Exhibit 10.2 to The Coleman Company, Inc.
                       1992 Annual Report on Form 10-K).


                                       40

<PAGE>

              10.3     Reimbursement Agreement dated as of February 26, 1992
                       between The Coleman Company, Inc., and MacAndrews
                       Holdings (incorporated by reference to Exhibit 10.4 to
                       The Coleman Company, Inc. 1992 Annual Report on Form
                       10-K).

              10.4     Tax Allocation Agreement dated as of August 24, 1990
                       among MacAndrews Holdings, New Coleman Holdings Inc.
                       and subsidiaries of New Coleman Holdings Inc.
                       (incorporated by reference to Exhibit 10.29 to The
                       Coleman Company, Inc. 1992 Annual Report on Form 10-K).

              10.5     Amendment No. 1 dated as of February 26, 1992 to the
                       Tax Allocation Agreement dated as of August 24, 1990
                       among MacAndrews Holdings, New Coleman Holdings Inc.
                       and subsidiaries of New Coleman Holdings Inc.
                       (incorporated by reference to Exhibit 10.30 to The
                       Coleman Company, Inc. 1992 Annual Report on Form 10-K).

              10.6     Amendment No. 2 dated as of December 30, 1992 to the
                       Tax Allocation Agreement dated as of August 24, 1990
                       among MacAndrews Holdings, New Coleman Holdings Inc.
                       and subsidiaries of New Coleman Holdings Inc.
                       (incorporated by reference to Exhibit 10.31 to The
                       Coleman Company, Inc. 1992 Annual Report on Form 10-K).

              10.7     Amendment No. 3 dated as of May 27, 1993 to the Tax
                       Allocation Agreement  dated as of August 24, 1990
                       among MacAndrews Holdings, New Coleman Holdings Inc.
                       and subsidiaries of New Coleman Holdings Inc.
                       (incorporated by reference to Exhibit 10.45 to the
                       Coleman Holdings Inc. Registration Statement Form S-1
                       (File No. 33- 67058), filed on August 6, 1993.

              10.8     Tax Sharing Agreement II dated as of February 26,
                       1992, among Mafco, Coleman Finance Holdings Inc., The
                       Coleman Company, Inc. and certain subsidiaries of The
                       Coleman Company, Inc. (incorporated by reference to
                       Exhibit 10.25 to The Coleman Company, Inc. 1992 Annual
                       Report on Form 10-K).
   
              10.9     Amendment No. 1 dated as of December 30, 1992 to the
                       Tax Sharing Agreement II dated as of February 26,
                       1992, among Mafco, Coleman Finance Holdings Inc., The
                       Coleman Company, Inc. and certain subsidiaries of The
                       Coleman Company, Inc. (incorporated by reference to
                       Exhibit 10.26 to The Coleman Company, Inc. 1992 Annual
                       Report on Form 10-K).

              10.10    Supplemental Tax Sharing Agreement dated as of
                       February 26, 1992, between The Coleman Company, Inc.
                       and MacAndrews and Forbes Holdings Inc. (incorporated
                       by reference to Exhibit 10.32 to The Coleman Company,
                       Inc. 1992 Annual Report on Form 10-K).

              10.11    Tax Sharing Agreement III dated as of February 26,
                       1992 among Mafco, New Coleman Holdings Inc., Coleman
                       Finance Holdings Inc. and subsidiaries of Coleman
                       Finance Holdings Inc. (incorporated by reference to
                       Exhibit 10.27 to The Coleman Company, Inc. 1992 Annual
                       Report on Form 10-K).

              10.12    Amendment No. 1 dated as of December 30, 1992 to the
                       Tax Sharing Agreement III dated as of February 26,
                       1992 among Mafco, New Coleman Holdings Inc., Coleman
                       Finance Holdings Inc. and subsidiaries of Coleman
                       Finance Holdings Inc. (incorporated by reference to
                       Exhibit 10.28 to The Coleman Company, Inc. 1992 Annual
                       Report on Form 10-K).


                                      41

<PAGE>

              10.13    Tax Sharing Agreement V dated as of May 27, 1993 among
                       Mafco, Coleman Worldwide Corporation, The Coleman
                       Company, Inc. and certain subsidiaries of The Coleman
                       Company, Inc. (incorporated by reference to Exhibit
                       10.38 to the Coleman Holdings Inc. Registration
                       Statement Form S-1 (File 33-67058), filed on August 6,
                       1993).

              10.14    Tax Sharing Termination Agreement dated as of May 27,
                       1993 among Mafco, New Coleman Holdings Inc., Coleman
                       Finance Holdings Inc., The Coleman Company, Inc. and
                       subsidiaries of The Coleman Company, Inc. and Coleman
                       Finance Holdings Inc. (incorporated by reference to
                       Exhibit 10.40 to the Coleman Holdings Inc.
                       Registration Statement Form S-1 (File 33-67058), filed
                       on August 6, 1993).

              10.15    Worldwide Registration Rights Agreement dated as of
                       May 27, 1993 among Coleman Worldwide Corporation, The
                       Coleman Company, Inc. the Lenders Party thereto and
                       the Agent (incorporated by reference to Exhibit 10.47
                       to the Coleman Holdings Inc. Registration Statement
                       Form S-1 (File 33-67058), filed on August 6, 1993).

              10.16*X  The Coleman Company, Inc. Executive Severance
                       Policy effective as of February 27, 1998.

              10.17    Contingent Payment Agreement dated as of October 10,
                       1994, by and among E. Acquisition Corporation, M.
                       Acquisition Corporation, The Coleman Company, Inc. and
                       Mark Goldman (incorporated by reference to Exhibit
                       10.3 to The Coleman Company, Inc. Current Report on
                       Form 8-K dated November 2, 1994).

              10.18    Share Purchase Agreement dated as of February 27, 1996
                       by and among Butagaz S.N.C. and Bafiges S.A.
                       (incorporated by reference to Exhibit 10.26 to The
                       Coleman Company, Inc. 1995 Annual Report on Form 10-K).
   
              10.19    Amendment to the Share Purchase Agreement dated as of
                       February 27, 1996 by and among Bafiges S.A. and
                       Butagaz S.N.C. (incorporated by reference to Exhibit
                       10.27  to The Coleman Company, Inc. 1995 Annual Report
                       on Form 10-K).

              10.20    Shareholders Agreement dated as of February 27, 1996
                       by and among Butagaz S.N.C., The Coleman Company, Inc.
                       and Bafiges S.A. (incorporated by reference to Exhibit
                       10.28 to The Coleman Company, Inc. 1995 Annual Report
                       on Form 10-K).

              10.21    Agreement dated as of February 27, 1996 by and between
                       Shell International Petroleum Company Limited, Butagaz
                       S.N.C. on the first part, and Bafiges S.A. and The
                       Coleman Company, Inc. on the second part (incorporated
                       by reference to Exhibit 10.29  to The Coleman Company,
                       Inc. 1995 Annual Report on Form 10-K).
   
              10.22*   Letter Agreement dated as of February 28, 1997
                       between The Coleman Company, Inc. and Michael N.
                       Hammes (incorporated by reference to Exhibit 10.81
                       to The Coleman Company, Inc. 1996 Annual Report on
                       Form 10-K).

              10.23*   Employment Agreement dated as of January 1, 1996
                       between The Coleman Company, Inc. and Patrick
                       McEvoy (incorporated by reference to Exhibit 10.1
                       to The Coleman Company, Inc. Form 10-Q for the
                       period ended March 31, 1996).

              10.24*   First Amendment dated August 1, 1996 to Employment
                       Agreement effective as of January 1, 1996, by and
                       between The Coleman Company, Inc., and Patrick
                       McEvoy 


                                       42

<PAGE>

                       (incorporated by reference to Exhibit 10.6 to The 
                       Coleman Company, Inc. Form 10-Q for the period ended 
                       September 30, 1996).

              10.25*X  Retention Agreement dated September 22, 1997
                       between The Coleman Company, Inc. and Patrick
                       McEvoy.

              10.26*   Employment Agreement dated as of January 1, 1996
                       between The Coleman Company, Inc. and David
                       Stearns (incorporated by reference to Exhibit
                       10.50 to The Coleman Company, Inc. 1995 Annual
                       Report on Form 10-K).

              10.27*   First Amendment dated August 1, 1996 to Employment
                       Agreement effective as of January 1, 1996, by and
                       between The Coleman Company, Inc. and David
                       Stearns (incorporated by reference to Exhibit 10.4
                       to The Coleman Company, Inc. Form 10-Q for the
                       period ended September 30, 1996).

              10.28*   Letter Agreement dated as of June 30, 1997 between
                       The Coleman Company, Inc. and Frederik van den
                       Bergh (incorporated by reference to Exhibit 10.5
                       to The Coleman Company, Inc. Form 10-Q for the
                       period ended June 30, 1997).

              10.29*   Employment Agreement dated as of November 1, 1994
                       between E. Acquisition Corporation and Mark
                       Goldman (incorporated by reference to Exhibit
                       10.79 to The Coleman Company, Inc. 1996 Annual
                       Report on Form 10-K).

              10.30*   Employment Agreement dated as of November 1, 1994
                       between M. Acquisition Corporation and Mark
                       Goldman (incorporated by reference to Exhibit
                       10.80 to The Coleman Company, Inc. 1996 Annual
                       Report on Form 10-K).

              10.31*X  The Coleman Company, Inc. Executive Annual
                       Incentive Plan.
                        
              10.32*   The Coleman Retirement Salaried Incentive Savings
                       Plan (incorporated by reference to Exhibit 10.3 to
                       The Coleman Company, Inc. Form 10-Q for the period
                       ended March 31, 1996).

              10.33*   The Coleman Retirement Incentive Savings Plan (the
                       "Savings Plan") (incorporated by reference to
                       Exhibit 10.54 to The Coleman Company, Inc. 1995
                       Annual Report on Form 10-K).

              10.34*   First Amendment dated as of October 11, 1994 to
                       the Savings Plan (incorporated by reference to
                       Exhibit 10.55 to The Coleman Company, Inc. 1995
                       Annual Report on Form 10-K).

              10.35*   Second Amendment dated as of January 1, 1995 to
                       the Savings Plan (incorporated by reference to
                       Exhibit 10.56 to The Coleman Company, Inc. 1995
                       Annual Report on Form 10-K).

              10.36*   Third Amendment dated as of December 14, 1995 to
                       the Savings Plan (incorporated by reference to
                       Exhibit 10.57 to The Coleman Company, Inc. 1995
                       Annual Report on Form 10-K).

              10.37*   Fourth Amendment dated as of December 14, 1995 to
                       the Savings Plan (incorporated by reference to
                       Exhibit 10.58 to The Coleman Company, Inc. 1995
                       Annual Report on Form 10-K).


                                       43

<PAGE>

              10.38*   Fifth Amendment dated as of January 1, 1996 to the
                       Savings Plan (incorporated by reference to Exhibit
                       10.59 to The Coleman Company, Inc. 1995 Annual
                       Report on Form 10-K).

              10.39*   Amendment dated as of December 14, 1995 to the
                       Savings Plan (incorporated by reference to Exhibit
                       10.60 to The Coleman Company, Inc. 1995 Annual
                       Report on Form 10-K).

              10.40*   Amendment dated as of December 14, 1995 to the
                       Savings Plan (incorporated by reference to Exhibit
                       10.61 to The Coleman Company, Inc. 1995 Annual
                       Report on Form 10-K).

              10.41*   Amendment dated as of January 1, 1996 to the
                       Savings Plan (incorporated by reference to Exhibit
                       10.62 to The Coleman Company, Inc. 1995 Annual
                       Report on Form 10-K).

              10.42*   New Coleman Holdings Inc. Excess Benefit Plan
                       dated as of January 1, 1995 (incorporated by
                       reference to Exhibit 10.1 to The Coleman Company,
                       Inc. Form 10-Q for the period ended June 30,
                       1996).

              10.43*   The New Coleman Company, Inc. Retirement Plan for
                       Salaried Employees (the "Retirement Plan")
                       (incorporated by reference to Exhibit 10.63 to The
                       Coleman Company, Inc. 1995 Annual Report on Form
                       10-K).

              10.44*   Amendment dated as of October 17, 1994 to the
                       Retirement Plan (incorporated by reference to
                       Exhibit 10.64 to The Coleman Company, Inc. 1995
                       Annual Report on Form 10-K).

              10.45*   Amendment dated as of December 14, 1995 to the
                       Retirement Plan (incorporated by reference to
                       Exhibit 10.65 to The Coleman Company, Inc. 1995
                       Annual Report on Form 10-K).

              10.46*   Amendment dated as of December 14, 1995 to the
                       Retirement Plan (incorporated by reference to
                       Exhibit 10.66 to The Coleman Company, Inc. 1995
                       Annual Report on Form 10-K).

              10.47*   Amendment dated as of October 12, 1995 to the
                       Retirement Plan (incorporated by reference to
                       Exhibit 10.67 to The Coleman Company, Inc. 1995
                       Annual Report on Form 10-K).

              10.48*   Amendment dated as of January 1, 1996 to the
                       Retirement Plan (incorporated by reference to
                       Exhibit 10.68 to The Coleman Company, Inc. 1995
                       Annual Report on Form 10-K).

              10.49*   Amendment dated as of December 31, 1995 to the
                       Retirement Plan (incorporated by reference to
                       Exhibit 10.69 to The Coleman Company, Inc. 1995
                       Annual Report on Form 10-K).

              10.50*   The Coleman Company, Inc. Consolidated
                       Supplemental Retirement Plan, dated as of January
                       1, 1996 (incorporated by reference to Exhibit
                       10.73 to The Coleman Company, Inc. 1995 Annual
                       Report on Form 10-K).


                                       44

<PAGE>

              10.51*   First Amendment dated July 1, 1996 to the
                       Consolidated Supplemental Retirement Plan adopted
                       January 1, 1996 (incorporated by reference to
                       Exhibit 10.5 to The Coleman Company, Inc. Form 10-Q 
                       for the period ended June 30, 1996).

              10.52*   The Coleman Company, Inc. Executive Employees
                       Deferred Compensation Plan, as amended by the
                       First Amendment thereto (incorporated by reference
                       to Exhibit 10.11 to The Coleman Company, Inc.
                       Registration Statement on Form S-1 (File 33-44728), 
                       filed on December 23, 1991).

              10.53*   The Coleman Company, Inc. 1992 Stock Option Plan,
                       as amended (incorporated by reference to Exhibit
                       10.3 to The Coleman Company, Inc. Form 10-Q for
                       the period ended June 30, 1997).
                    
              10.54*   The Coleman Company, Inc. 1993 Stock Option Plan,
                       as amended (incorporated by reference to Exhibit
                       10.1 to The Coleman Company, Inc. Form 10-Q for
                       the period ended June 30, 1997).

              10.55*   The Coleman Company, Inc. 1996 Stock Option Plan,
                       as amended  (incorporated by reference to Exhibit
                       10.53 to The Coleman Company, Inc. 1996 Annual
                       Report on Form 10-K).

              10.56X   Stock Purchase Agreement among The Coleman
                       Company, Inc., as Seller, Siebe plc, as Guarantor,
                       and Ranco Incorporated of Delaware, as Buyer,
                       dated as of February 18, 1998.

              10.57*X  Amendment No. 2 to The New Coleman Company, Inc.
                       Retirement Plan for Salaried Employees.

              10.58*X  Special Amendment to The New Coleman Company, Inc.
                       Retirement Plan for Salaried Employees.

              10.59*X  The New Coleman Company, Inc. Pension Plan for
                       Weekly Salaried and Hourly Paid Employees.

              21.1X    Subsidiaries of the Company.

              23.1X    Consent of Independent Auditors.

              24.1X    Powers of Attorney executed by Ronald O. Perelman,
                       Donald G. Drapkin, Frank Gifford, Lawrence M. Jones,
                       Ann D. Jordan, Jerry W. Levin, John A. Moran, James D.
                       Robinson, Bruce Slovin, William H. Spoor.

              27X      Financial Data Schedule

              --------------------
              * Management Contracts and Compensatory Plans
              X Filed herewith

    (b)  Reports on Form 8-K

         A Current Report on Form 8-K was filed on March 3, 1998 to
      disclose certain information with regard to the acquisition of CLN 
      Holdings and the Company by Sunbeam Corporation.

         A Current Report on Form 8-K/A was filed on March 5, 1998 to
      amend and restate the Company's Current Report on Form 8-K filed on
      March 3, 1998.


                                        45

<PAGE>

                                      SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                              THE COLEMAN COMPANY, INC.
                                                    (Registrant)

Date: March 18, 1998                   By:   /s/ Jerry W. Levin
     --------------------                 ------------------------------------
                                          Jerry W. Levin
                                          Chairman of the Board,
                                           Chief Executive Officer, and Director


Date: March 18, 1998                   By:   /s/ Joseph P. Page
     --------------------                 ------------------------------------
                                          Joseph P. Page
                                          Executive Vice President and
                                           Chief Financial Officer


Date: March 18, 1998                   By:   /s/ Karen Clark
     --------------------                 ------------------------------------
                                          Karen Clark
                                          Vice-President Finance

     Pursuant to the requirements of the Securities and Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


Date: March 18, 1998                   By:   Ronald O. Perelman *
     --------------------                 ------------------------------------
                                          Ronald O. Perelman
                                          Director


Date: March 18, 1998                   By:   Donald G. Drapkin *
     --------------------                 ------------------------------------
                                          Donald G. Drapkin
                                          Director


Date: March 11, 1998                   By:   Frank Gifford *
     --------------------                 ------------------------------------
                                          Frank Gifford
                                          Director


Date: March 11, 1998                   By:   Lawrence M. Jones *
     --------------------                 ------------------------------------
                                          Lawrence M. Jones
                                          Director


Date: March 18, 1998                   By:   Ann D. Jordan *
     --------------------                 ------------------------------------
                                          Ann D. Jordan
                                          Director


                                      46

<PAGE>


Date: March 18, 1998                   By:   Jerry W. Levin *
     --------------------                 ------------------------------------
                                          Jerry W. Levin
                                          Director


Date: March 14, 1998                   By:   John A. Moran *
     --------------------                 ------------------------------------
                                          John A. Moran
                                          Director


Date: March 11, 1998                   By:   James D. Robinson *
     --------------------                 ------------------------------------
                                          James D. Robinson
                                          Director


Date: March 18, 1998                   By:   Bruce Slovin *
     --------------------                 ------------------------------------
                                          Bruce Slovin
                                          Director


Date: March 18, 1998                   By:   William H. Spoor *
     --------------------                 ------------------------------------
                                          William H. Spoor
                                          Director



*   Executed on behalf of the named director pursuant to a power of attorney.




Date: March 23, 1998                   By: /s/ Paul E. Shapiro
     --------------------                 ------------------------------------
                                          Paul E. Shapiro
                                          Attorney-in-fact





                                       47

<PAGE>

                         ANNUAL REPORT ON FORM 10-K

                   ITEM 8, ITEM 14(a)(1) AND (2) AND (d)
       LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
                        YEAR ENDED DECEMBER 31, 1997
                 THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

     The following consolidated financial statements of The Coleman Company,
Inc. and Subsidiaries are included in Item 8:

                                                                          PAGE
                                                                          ----
     Consolidated Balance Sheets as of December 31, 1997 and 1996........  F-3

     Consolidated Statements of Operations
      for the years ended December 31, 1997, 1996 and 1995...............  F-4

     Consolidated Statements of Stockholders' Equity
      for the years ended December 31, 1997, 1996 and 1995...............  F-5

     Consolidated Statements of Cash Flows
      for the years ended December 31, 1997, 1996 and 1995...............  F-6

     Notes to Consolidated Financial Statements..........................  F-7

     Consolidated financial statement schedules of The Coleman Company, Inc. and
Subsidiaries included in Item 14(d):

     All schedules for which provision is made in the applicable accounting
     regulation of the Securities and Exchange Commission are not required under
     the related instructions or are inapplicable and, therefore, have been
     omitted.

                                     F-1
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS



Stockholders and Board of Directors
The Coleman Company, Inc. 


     We have audited the accompanying consolidated balance sheets of The Coleman
Company, Inc. and subsidiaries as of December 31, 1997 and 1996, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the three years in the period ended December 31, 1997.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits. 

     We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion. 

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
The Coleman Company, Inc. and subsidiaries at December 31, 1997 and 1996, and
the consolidated results of their operations and their cash flows for each of
the three years in the period ended December 31, 1997, in conformity with
generally accepted accounting principles.



                                         /s/ Ernst & Young LLP

Wichita, Kansas
February 18, 1998

                                     F-2
<PAGE>

                    THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

                            CONSOLIDATED BALANCE SHEETS
                         (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
                                                         December 31,
                                                   -------------------------
                                                      1997           1996
                                                   ----------     ----------
<S>                                                <C>            <C>
                   ASSETS
Current assets:
  Cash and cash equivalents......................  $   13,031     $   17,299
  Accounts receivable, less allowance of
   $8,930 in 1997 and $11,512 in 1996............     154,279        182,418
  Notes receivable...............................      25,477         27,524
  Inventories....................................     236,327        287,502
  Income tax refunds receivable - affiliate......      14,860         21,661
  Deferred tax assets............................      26,378         40,466
  Prepaid assets and other.......................      21,344         15,769
                                                   ----------     ----------
    Total current assets.........................     491,696        592,639
Property, plant and equipment, net...............     175,494        199,182
Intangible assets related to businesses
 acquired, net...................................     332,468        341,715
Deferred tax assets and other....................      42,106         26,550
                                                   ----------     ----------
                                                   $1,041,764     $1,160,086
                                                   ----------     ----------
                                                   ----------     ----------
    LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt..............  $      523     $      747
  Short-term borrowings..........................      64,207         33,935
  Accounts payable...............................      91,846         98,628
  Accounts payable - affiliates..................       2,825            278
  Accrued expenses...............................      93,796        112,906
                                                   ----------     ----------
    Total current liabilities....................     253,197        246,494
Long-term debt...................................     477,276        582,866
Other liabilities................................      69,586         76,173
Minority interest................................       1,236          1,608
Commitments and contingencies 
Stockholders' equity:
  Preferred stock, par value $.01 per share;
   20,000,000 shares authorized, no shares issued
   or outstanding................................          --             --
  Common stock, par value $.01 per share;
   80,000,000 shares authorized; 53,433,414
   shares issued and outstanding in 1997; and
   53,222,420 shares issued and outstanding in 1996       534            532
  Additional paid-in capital.....................     172,072        166,690
  Retained earnings..............................      80,296         82,832
  Currency translation adjustment................     (11,510)         3,176
  Minimum pension liability adjustment...........        (923)          (285)
                                                   ----------     ----------
    Total stockholders' equity...................     240,469        252,945
                                                   ----------     ----------
                                                   $1,041,764     $1,160,086
                                                   ----------     ----------
                                                   ----------     ----------
</TABLE>

                See Notes to Consolidated Financial Statements

                                     F-3

<PAGE>

                  THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

                    CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
                                                              Year Ended December 31,
                                                       --------------------------------------
                                                          1997           1996          1995
                                                       ----------     ----------     --------
<S>                                                    <C>            <C>           <C>
Net revenues.........................................  $1,154,294     $1,220,216     $933,574
Cost of sales........................................     840,331        928,497      649,427
                                                       ----------     ----------     --------
Gross profit.........................................     313,963        291,719      284,147
Selling, general and administrative expenses.........     266,283        291,669      174,688
Asset impairment charge..............................          --             --       12,289
Interest expense, net................................      40,852         38,727       24,545
Amortization of goodwill and deferred charges........      11,338         10,473        7,745
Other expense, net...................................       1,867          1,151          334
                                                       ----------     ----------     --------
(Loss) earnings before income taxes, minority
  interest and extraordinary item....................      (6,377)       (50,301)      64,546
Income tax (benefit) expense.........................      (5,227)       (10,927)      24,479
Minority interest....................................       1,386          1,872           --
                                                       ----------     ----------     --------
(Loss) earnings before extraordinary item............      (2,536)       (41,246)      40,067
Extraordinary loss on early extinguishment of debt,
     net of income tax benefit of $431 in 1996,
     and $503 in 1995................................          --           (647)        (787)
                                                       ----------     ----------     --------
Net (loss) earnings                                    $   (2,536)    $  (41,893)    $ 39,280
                                                       ----------     ----------     --------
                                                       ----------     ----------     --------
Basic (loss) earnings per share:
  (Loss) earnings before extraordinary item..........  $     (.05)    $    (0.78)    $   0.75
  Extraordinary item.................................          --          (0.01)       (0.01)
                                                       ----------     ----------     --------
    Net (loss) earnings..............................  $     (.05)    $    (0.79)    $   0.74
                                                       ----------     ----------     --------
                                                       ----------     ----------     --------
Diluted (loss) earning per share:
  (Loss) earnings before extraordinary item..........  $     (.05)    $    (0.78)    $   0.75
  Extraordinary item.................................          --          (0.01)       (0.01)
                                                       ----------     ----------     --------
    Net (loss) earnings..............................  $     (.05)    $    (0.79)    $   0.74
                                                       ----------     ----------     --------
                                                       ----------     ----------     --------
</TABLE>



                        See Notes to Consolidated Financial Statements


                                            F-4

<PAGE>

                     THE COLEMAN COMPANY, INC. AND SUBSIDIARIES 

                   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                          (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
                                             Common Stock
                                        ---------------------    Additional                   Currency       Minimum
                                          Number                  Paid-In      Retained      Translation     Pension
                                         of Shares     Amount     Capital      Earnings      Adjustment     Liability
                                        ----------     ------    ----------    --------      -----------    ---------
<S>                                     <C>            <C>       <C>           <C>           <C>            <C>
Balance at December 31, 1994..........  53,071,532      $531     $162,873      $ 89,059       $    900       $  --

  Purchases of common stock...........    (220,000)       (2)      (1,924)       (2,160)            --          --
  Stock issued under stock
   option plans.......................     325,748         3        3,935            --             --          --
  Stock option tax benefits...........          --        --          582            --             --          --
  Net earnings........................          --        --           --        39,280             --          --
  Currency translation adjustment.....          --        --           --            --           (735)         --
                                        ----------      ----     --------      --------       --------       -----

Balance at December 31, 1995..........  53,177,280       532      165,466       126,179            165          --

  Purchases of common stock...........    (100,000)       (1)        (874)       (1,454)            --          --
  Stock split issuance costs..........          --        --          (93)           --             --          --
  Stock issued under stock
   option plans.......................     145,140         1        1,737            --             --          --
  Stock option tax benefits...........          --        --          454            --             --          --
  Net loss............................          --        --           --       (41,893)            --          --
  Currency translation adjustment.....          --        --           --            --          3,011          --
  Minimum pension liability
   adjustment, net of tax.............          --        --           --            --             --        (285)
                                        ----------      ----     --------      --------       --------       -----

Balance at December 31, 1996..........  53,222,420       532      166,690        82,832          3,176        (285)

  Stock issued under stock
   option plans.......................     210,994         2        2,358            --             --          --
  Stock option tax benefits...........          --        --          225            --             --          --
  Contribution to capital by parent...          --        --        2,799            --             --          --
  Net loss............................          --        --           --        (2,536)            --          --
  Currency translation adjustment.....          --        --           --            --        (14,686)         --
  Minimum pension liability
   adjustment, net of tax.............          --        --           --            --             --        (638)
                                        ----------      ----     --------      --------       --------       -----

Balance at December 31, 1997..........  53,433,414      $534     $172,072       $80,296       $(11,510)      $(923)
                                        ----------      ----     --------      --------       --------       -----
                                        ----------      ----     --------      --------       --------       -----
</TABLE>

                                 See Notes to Consolidated Financial Statements


                                                    F-5

<PAGE>
                                       
                 THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (IN THOUSANDS)

<TABLE>
                                                                         Year Ended December 31,     
                                                                    ---------------------------------
                                                                      1997        1996         1995
                                                                    --------    ---------    --------
<S>                                                                 <C>         <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) earnings...............................................  $ (2,536)   $ (41,893)   $ 39,280
                                                                    --------    ---------    --------
Adjustments to reconcile net (loss) earnings to net cash flows
 from operating activities:
   Depreciation and amortization..................................    37,977       36,358      26,523
   Non-cash restructuring and other charges.......................    17,325       48,269      12,289
   Extraordinary loss on early extinguishment of debt.............        --        1,078       1,290
   Minority interest..............................................     1,386        1,872          -- 
   Change in assets and liabilities:
     Decrease (increase) in receivables...........................    23,296          976     (37,833)
     Decrease (increase) in inventories...........................    35,250      (42,402)    (49,396)
     Increase (decrease) in accounts.payable......................     1,226      (12,308)     13,825
     Other, net...................................................   (22,683)      (1,279)     (3,780)
                                                                    --------    ---------    --------
                                                                      93,777       32,564     (37,091)
                                                                    --------    ---------    --------
Net cash provided (used) by operating activities..................    91,241       (9,329)      2,189
                                                                    --------    ---------    --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures..............................................   (26,973)     (41,334)    (29,053)
Purchases of businesses, net of cash acquired.....................   (14,300)    (161,875)    (33,385)
Proceeds from sale of fixed assets................................     5,728        2,924         928
                                                                    --------    ---------    --------
Net cash used by investing activities.............................   (35,545)    (200,285)    (61,510)
                                                                    --------    ---------    --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in short-term borrowings...............................    37,071      (11,043)      3,106
Net payments of revolving credit agreement borrowings.............   (91,498)      (2,779)    (61,289)
Proceeds from issuance of long-term debt..........................        --      235,000     200,000
Repayment of long-term debt.......................................    (2,867)      (6,648)    (73,884)
Debt issuance and refinancing costs...............................      (766)      (3,902)     (3,569)
Purchases of Company common stock.................................        --       (2,329)     (4,086)
Proceeds from stock options exercised including tax benefits......     2,585        2,192       4,520
                                                                    --------    ---------    --------
Net cash (used) provided by financing activities..................   (55,475)     210,491      64,798
                                                                    --------    ---------    --------
Effect of exchange rate changes on cash...........................    (4,489)       4,357      (1,731)
                                                                    --------    ---------    --------
Net (decrease) increase in cash and cash equivalents..............    (4,268)       5,234       3,746
Cash and cash equivalents at beginning of the year................    17,299       12,065       8,319
                                                                    --------    ---------    --------
Cash and cash equivalents at end of the year......................  $ 13,031    $  17,299    $ 12,065
                                                                    --------    ---------    --------
                                                                    --------    ---------    --------
</TABLE>


                 See Notes to Consolidated Financial Statements

                                      F-6
<PAGE>

                  THE COLEMAN COMPANY, INC. AND SUBSIDIARIES
                                          
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      (IN THOUSANDS, EXCEPT SHARE DATA)


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     BACKGROUND:

          The Coleman Company, Inc.  ("Coleman" or the "Company") is a global 
manufacturer and marketer of consumer products for outdoor recreation and 
home hardware use.

          Coleman is a subsidiary of Coleman Worldwide Corporation ("Coleman 
Worldwide").  Coleman Worldwide is a subsidiary of CLN Holdings Inc. ("CLN 
Holdings"), an indirect wholly-owned subsidiary of New Coleman Holdings Inc. 
("Holdings"), an indirect wholly-owned subsidiary of MacAndrews & Forbes 
Holdings Inc. ("MacAndrews Holdings"), a corporation wholly owned through 
Mafco Holdings Inc. ("Mafco" and, together with MacAndrews Holdings, 
"MacAndrews & Forbes") by Ronald O. Perelman.  Coleman Worldwide owns 
44,067,520 shares of the common stock of Coleman which represent 
approximately 82% of the outstanding Coleman common stock as of December 31, 
1997.

     PRINCIPLES OF CONSOLIDATION:

          The consolidated financial statements include the accounts of the 
Company and its subsidiaries after elimination of all material intercompany 
accounts and transactions.

     CASH AND CASH EQUIVALENTS:

          All highly liquid investments with a maturity of three months or 
less at the date of purchase are considered to be cash equivalents.  The 
Company's cash equivalents consist primarily of investments in money market 
funds and commercial paper.  The Company's cash equivalents are generally 
held until maturity and are carried at cost, which approximates fair value.

     INVENTORIES:

          Inventories are stated at the lower of cost or market.  Cost is 
determined by the first-in, first-out method.

     PROPERTY, PLANT AND EQUIPMENT: 

          Property, plant and equipment is recorded at cost and depreciated 
on a straight-line basis over the estimated useful lives of such assets as 
follows: land improvements, 5 to 25 years; buildings and building 
improvements, 7 to 45 years; and machinery and equipment, 3 to 15 years.  
Leasehold improvements are amortized over their estimated useful lives or the 
terms of the leases, whichever is shorter.  Repairs and maintenance are 
charged to operations as incurred, and significant expenditures for additions 
and improvements are capitalized. 

     INTANGIBLE ASSETS: 

          Intangible assets primarily represent goodwill which is being 
amortized on a straight-line basis over periods not in excess of 40 years.  
The carrying amount of goodwill is reviewed if facts and circumstances 
suggest it may be impaired.  If this review indicates goodwill will not be 
recoverable over the remaining amortization period, as determined based on 
the estimated undiscounted cash flows of the entity acquired, the carrying 
amount 

                                      F-7

<PAGE>

                   THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

of the goodwill is reduced to estimated fair value based on market value or 
discounted cash flows, as appropriate. Accumulated amortization aggregated 
$47,250 and $38,851 at December 31, 1997 and 1996, respectively.

     REVENUE RECOGNITION: 

          The Company recognizes revenues at the time title passes to the 
customer.  Net revenues comprise gross revenues less provisions for estimated 
customer returns and allowances.

     RESEARCH AND DEVELOPMENT:

          Research and development expenditures are expensed as incurred.  
The amounts charged against operations for the years ended December 31, 1997, 
1996 and 1995 were $11,871, $11,082, and $6,548, respectively.

     ADVERTISING AND PROMOTION EXPENSE:

          Production costs of future media advertising are deferred until the 
advertising occurs.  All other advertising and promotion costs are expensed 
when incurred.  The amounts charged against operations for the years ended 
December 31, 1997, 1996 and 1995 were $53,408, $58,823, and $37,544, 
respectively.

     INSURANCE PROGRAMS:

          The Company obtains insurance coverage for catastrophic exposures 
as well as those risks required to be insured by law or contract.  It is the 
policy of the Company to retain a significant portion of certain losses 
related primarily to workers' compensation, employee health benefits, 
physical loss and property, and product and vehicle liability.  Provisions 
for losses expected under these programs are recorded based upon the 
Company's estimates of the aggregate liability for claims incurred.

     FOREIGN CURRENCY TRANSLATION: 

          Assets and liabilities of foreign operations are generally 
translated into United States dollars at the rates of exchange in effect at 
the balance sheet date.  Income and expense items are generally translated at 
the weighted average exchange rates prevailing during each period presented.  
Gains and losses resulting from foreign currency transactions are included in 
the results of operations.  Gains and losses resulting from translation of 
financial statements of foreign subsidiaries and branches operating in 
non-highly inflationary economies are recorded as a component of 
stockholder's equity. Foreign subsidiaries and branches operating in highly 
inflationary economies translate nonmonetary assets and liabilities at 
historical rates and include translation adjustments in the results of 
operations.

     DERIVATIVE FINANCIAL INSTRUMENTS:

          The Company uses derivative financial instruments to reduce 
interest rate and foreign exchange exposures.  The Company maintains a 
control environment which includes policies and procedures for risk 
assessment and for the approval, reporting and monitoring of derivative 
financial instrument activities.  The Company does not hold or issue 
derivative financial instruments for trading purposes.

                                      F-8

<PAGE>

                   THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

          Amounts to be received or paid under interest rate swap and cap 
contracts designated as hedges are recognized over the life of the contracts 
as adjustments to interest expense.  Gains and losses on terminations of 
interest rate swap and cap contracts designated as hedges are deferred and 
amortized as adjustments to interest expense over the remaining life of the 
terminated contracts.  Unrealized gains and losses on outstanding interest 
rate contracts designated as hedges are not recognized.

          Foreign currency forward contracts are marked to market and gains 
and losses on foreign currency forward contracts to hedge firm foreign 
currency commitments are deferred and accounted for as part of the related 
foreign currency transaction.  Gains and losses on all other forward 
contracts to hedge third-party and intercompany transactions are recorded in 
operations as foreign exchange gains and losses.  Gains and losses on 
purchased foreign currency option contracts are deferred and recognized as 
adjustments to cost of sales upon the sale of the related inventory to the 
third-party customers.

     CREDIT RISK: 

          Financial instruments which potentially subject the Company to 
concentrations of credit risk consist primarily of trade receivables and 
derivative financial instruments.  Credit risk on trade receivables is 
minimized as a result of the large and diversified nature of the Company's 
worldwide customer base.  Although the Company has one significant customer 
(See Note 15), there have been no credit losses related to this customer.  
With respect to its derivative contracts, the Company is also subject to 
credit risk of non-performance by counterparties and its maximum potential 
loss may exceed the amount recognized in the financial statements.  The 
Company controls its exposure to credit risk through credit approvals, credit 
limits and monitoring procedures.  Collateral is generally not required for 
the Company's financial instruments.

     FAIR VALUE OF FINANCIAL INSTRUMENTS: 

          The following methods and assumptions were used by the Company in 
estimating its fair value disclosures for financial instruments:

               CASH AND CASH EQUIVALENTS:  The carrying amount reported in
               the balance sheet for cash and cash equivalents approximates
               its fair value.

               LONG- AND SHORT-TERM DEBT:  The carrying amounts of the
               Company's borrowings under its foreign bank lines of credit,
               revolving credit agreement and other variable rate debt
               approximate their fair value.  The fair value of the
               Company's senior notes issues (see Note 9) are estimated
               using discounted cash flow analysis based on the Company's
               estimated current borrowing rate for similar types of
               borrowing arrangements.

               FOREIGN CURRENCY EXCHANGE CONTRACTS:  The fair values of the
               Company's foreign currency contracts are estimated based on
               quoted market prices of comparable contracts, adjusted
               through interpolation where necessary for maturity
               differences.

                                      F-9

<PAGE>

                   THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

          The carrying amounts and fair values of the Company's financial 
instruments are as follows:

<TABLE>
                                                       December 31, 1997           December 31, 1996  
                                                   --------------------------   ------------------------
                                                    Carrying         Fair        Carrying       Fair    
                                                     Amount          Value        Amount        Value   
                                                    of Asset/      of Asset/     of Asset/    of Asset/
                                                   (Liability)    (Liability)   (Liability)  (Liability)
                                                   -----------    -----------   -----------  -----------
<S>                                                <C>            <C>           <C>          <C>
          Cash and cash equivalents...............  $  13,031      $  13,031    $  17,299     $  17,299
          Short-term debt.........................    (64,207)       (64,207)     (33,935)      (33,935)
          Long-term debt excluding capital leases.   (477,499)      (445,792)    (583,019)     (578,921)
          Foreign currency exchange ocntracts.....        128            128          940         1,629
</TABLE>

     STOCK-BASED COMPENSATION:

          Statement of Financial Accounting Standards ("SFAS") No. 123, 
"Accounting for Stock-Based Compensation", encourages, but does not require 
companies to record compensation cost for stock-based employee compensation 
plans at fair value.  The Company has chosen to account for stock-based 
compensation plans using the intrinsic value method prescribed in Accounting 
Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to 
Employees", and related Interpretations.  Accordingly, compensation cost for 
stock options is measured as the excess, if any, of the quoted market price 
of Coleman's stock at the date of the grant over the amount an employee must 
pay to acquire the stock.














                                      F-10

<PAGE>

                THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     (IN THOUSANDS, EXCEPT SHARE DATA)

     (LOSS) EARNINGS PER SHARE:

          In 1997, the Financial Accounting Standards Board (the "FASB") issued
SFAS No. 128, "Earnings per Share".  SFAS No. 128 replaced the calculation of
primary and fully diluted earnings per share with basic and diluted earnings per
share.  Unlike primary earnings per share, basic earnings per share excludes any
dilutive effects of options, warrants, and convertible securities.  Diluted
earnings per share is very similar to the previously reported fully diluted
earnings per share.  All earnings per share amounts for all periods have been
presented, and where appropriate, restated to conform to SFAS No. 128
requirements.  In 1997 and 1996, diluted loss per share does not include any
incremental shares that would have been outstanding assuming the exercise of any
stock options because the effect of these shares would have been antidilutive.
The following table sets forth the computation of basic and diluted earnings per
share:

<TABLE>
                                                       Earnings                  Per Share
                                                        (Loss)        Shares       Amount
                                                       --------     ----------   ---------
<S>                                                    <C>          <C>          <C>
     Year Ended December 31, 1995
       Basic earnings before extraordinary item......  $ 40,067     53,225,746     $ 0.75
       Effect of dilutive securities stock options...        --        361,269     ------
                                                       --------     ----------     ------
       Diluted earnings..............................  $ 40,067     53,587,015     $ 0.75
                                                       --------     ----------     ------
                                                       --------     ----------     ------
     Year Ended December 31, 1996
       Basic loss before extraordinary item..........  $(41,246)    53,196,979     $(0.78)
       Effect of dilutive securities stock options...        --             --     ------
                                                       --------     ----------     ------
       Diluted loss..................................  $(41,246)    53,196,979     $(0.78)
                                                       --------     ----------     ------
                                                       --------     ----------     ------
     Year Ended December 31, 1997
       Basic loss before extraordinary item..........  $ (2,536)    53,343,680     $ (.05)
       Effect of dilutive securities stock options...        --             --     ------
                                                       --------     ----------     ------
       Diluted loss..................................  $ (2,536)    53,343,680     $ (.05)
                                                       --------     ----------     ------
                                                       --------     ----------     ------
</TABLE>

     RECLASSIFICATIONS:

          Certain prior year amounts in the financial statements have been
reclassified to conform to the current year presentation.

     USE OF ESTIMATES:

          The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes.  Actual results could differ materially from those
estimates.

     RECENTLY ISSUED ACCOUNTING STANDARDS:

          In June 1997, the FASB issued SFAS No. 130 "Reporting Comprehensive
Income".  SFAS No. 130 establishes standards for reporting and display of
comprehensive income and its components in the financial statements.  SFAS No.
130 is effective for fiscal years beginning after December 15, 1997.
Reclassification of financial statements for earlier periods provided for
comparative purposes is required.

                                     F-11
<PAGE>

                  THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                        (IN THOUSANDS, EXCEPT SHARE DATA)

          In June 1997, the FASB issued SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information".  SFAS No. 131 establishes
standards for the way public business enterprises report information about
operating segments in annual financial statements and requires those enterprises
report selected information about operating segments in interim financial
reports.  It also establishes standards for related disclosures about products
and services, geographic areas, and major customers.  SFAS No. 131 is effective
for financial statements for fiscal years beginning after December 15, 1997.
Financial statement disclosures for prior periods are required to be restated.

          In February 1998, the FASB issued SFAS No. 132, "Employers'
Disclosures about Pensions and Other Postretirement Benefits".  SFAS No. 132
revises employers' disclosures about pension and other postretirement benefits
to the extent practicable.  It also requires additional information on changes
in the benefit obligations and fair value of plan assets and eliminates certain
other disclosures.  SFAS No. 132 is effective for financial statements for
fiscal years beginning after December 15, 1997.  Financial statement disclosures
for prior periods are required to be restated.

          The Company has not yet determined the impact of adoption of these
standards; however, the adoption of these standards will have no impact on
Coleman's consolidated results of operations, financial position or cash flows.

2.   ACQUISITIONS AND DIVESTITURES

     On November 2, 1994, the Company purchased substantially all the assets of
Eastpak, Inc. and all the capital stock of M.G. Industries, Inc. (collectively,
"Eastpak"), a leading designer, manufacturer and distributor of branded
daypacks, sports bags and related products.  The Company also entered into an
agreement with the predecessor owner of Eastpak to make additional payments
based upon the achievement of certain annual sales levels of Eastpak products
and other products substantially similar to the Eastpak products during the
years ended December 31, 1995, 1996, and 1997.  A total of $23,000 was earned by
the predecessor owner of Eastpak under the terms of this agreement.  This amount
has been recorded as additional goodwill.

     During 1995, the Company purchased all of the outstanding shares of capital
stock of Sierra Corporation of Fort Smith, Inc., a manufacturer of portable
outdoor and recreational folding furniture and accessories, and substantially
all of the assets of Active Technologies, Inc. ("ATI"), a manufacturer of
technologically advanced lightweight generators and battery charging equipment.
The aggregate purchase price for these acquisitions was $19,516 including fees
and expenses.  These acquisitions were accounted for using the purchase method
of accounting.  The purchase price and expenses associated with these
acquisitions exceeded the fair value of net assets acquired by $11,186 and the
excess has been assigned to goodwill and is being amortized over 20 to 30 years
on the straight-line method.  In connection with the ATI purchase, the Company
may also be required to make payments to the predecessor owner of ATI of up to
$18,750 based on the Company's sales of ATI related products and royalties
received by the Company for licensing arrangements related to ATI patents.  As
of December 31, 1997, the amounts recorded, as additional goodwill, under the
terms of this agreement have been immaterial.  The results of operations of
these companies on a pro forma basis as if their acquisitions had occurred at
the beginning of 1995 individually and in the aggregate were not significant to
the Company.

     On January  2, 1996, the Company purchased substantially all the assets and
assumed certain liabilities of Seatt Corporation ("Seatt"), a leading designer,
manufacturer and distributor of safety and security related electronic products
for residential and commercial applications.  The Seatt acquisition, which was
accounted for under the purchase method, was completed for approximately $65,300
including fees and expenses.  The results

                                     F-12
<PAGE>

                  THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                        (IN THOUSANDS, EXCEPT SHARE DATA)

of operations of Seatt have been included in the consolidated financial
statements from the date of acquisition. In connection with the purchase price
allocation of the Seatt acquisition, the Company recorded goodwill of
approximately $38,800.  The Company is amortizing this amount over 40 years on
the straight-line method.

     On February 18, 1998, the Company announced an agreement was signed for the
sale of Coleman Safety & Security Products, Inc., the successor to Seatt, to
Ranco Incorporated of Delaware, a U.S. subsidiary of Siebe plc, a United Kingdom
diversified engineering group.  The sale price is approximately $105,000 and is
subject to adjustment upon closing which is expected to occur by the end of
March 1998.  Net assets of Coleman Safety & Security Products, Inc. at December
31, 1997 were approximately $73,000.

     On February 28, 1996, the Company purchased approximately 70% of the
outstanding shares of Application des Gaz, S.A. ("ADG" or "Camping Gaz"), a
leading manufacturer and distributor of camping appliances in Europe.  The
Company completed the necessary steps to acquire the remaining 30% of the
outstanding shares during the second quarter of 1996.  The cost of acquiring all
the shares of ADG was approximately $100,000 including fees and expenses.

     The acquisition of Camping Gaz was accounted for under the purchase method.
In connection with the final allocation of purchase price to the fair values of
assets acquired and liabilities assumed, the Company recorded goodwill of
approximately $78,900, which is being amortized over 40 years on the straight-
line method.  At acquisition, the Company recognized liabilities in the amount
of $21,898 representing severance and other termination benefits for certain
production and administrative employees of Camping Gaz.  As of December 31,
1997, the Company had paid termination costs of approximately $13,350 and
anticipates all remaining termination costs will be paid during 1998.

     The Company has included the results of operations of Camping Gaz in the
consolidated financial statements from March 1, 1996, the date on which the
Company obtained control of Camping Gaz, and has recognized minority interest
related to the remaining shares for the period March 1, 1996 through June 30,
1996.

     The following summarized, unaudited pro forma results of operations for the
years ended December 31, 1996 and 1995 assume the acquisition of Seatt and the
acquisition of all the outstanding shares of Camping Gaz occurred as of the
beginning of the respective periods.  The pro forma results include certain
adjustments, primarily reflecting increased amortization and interest expense
and a lower income tax provision, and are not necessarily indicative of what the
results of operations would have been had the Seatt and Camping Gaz acquisitions
occurred at the beginning of the respective periods.  Moreover, the pro forma
information is not intended to be indicative of future results of operations.

<TABLE>
                                                         Year Ended
                                                         December 31,
                                                   ------------------------
                                                      1996          1995
                                                   ----------    ----------
<S>                                                <C>           <C>
     Net revenues................................  $1,246,370    $1,193,295
     (Loss) earnings before extraordinary item...     (41,407)       39,153
     Net (loss) earnings.........................     (42,054)       38,366
     Basic (loss) earnings per common share:
       (Loss) earnings before extraordinary item.  $    (0.78)   $     0.73
       Net (loss) earnings.......................       (0.79)         0.72
</TABLE>

                                     F-13
<PAGE>

                  THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                        (IN THOUSANDS, EXCEPT SHARE DATA)

3.  RESTRUCTURING AND OTHER CHARGES

     During 1997, the Company recorded restructuring charges of $32,791 and
certain other charges of $3,628, (collectively, the "1997 Restructuring
Charges") and related tax benefits of $13,918.  The Company reflected $19,673 of
the 1997 Restructuring Charges in cost of sales and reflected $16,746 in
selling, general and administrative ("SG&A") expenses.  The 1997 Restructuring
Charges of $36,419 consisted of (i) $15,735 to exit various low margin products,
including pressure washers, (ii) $14,943 to close and relocate certain
administrative and sales offices, and (iii) $5,741 to close several
manufacturing facilities.  Most of these activities were substantially complete
as of December 31, 1997, and remaining actions are expected to be completed in
1998.

     During 1996, the Company recorded restructuring charges of $66,202 and
certain other charges of $7,998 (collectively, the "1996 Restructuring Charges")
and related net tax benefits of $21,684.  The Company reflected $44,005 of the
1996 Restructuring Charges in cost of sales and $30,195 in SG&A.  The pre-tax
restructuring charges of $66,202 consisted of (i) $29,067 to integrate Camping
Gaz and Coleman operations into a global recreation products business, (ii)
$19,000 to exit the low end electric pressure washer business, (iii) $14,135 to
exit a portion of the Company's battery powered light business and (iv) $4,000
to settle certain litigation with respect to the battery-powered light business.
The charges to integrate the Camping Gaz and Coleman operations reflect
primarily the cost to dispose of duplicate manufacturing, distribution and
administrative facilities and the related severance costs, which actions were
substantially completed in 1997 and are expected to be fully completed in 1998.
The low end pressure washer and battery powered light businesses were exited by
discontinuing the manufacturing and distribution of these products in 1997.  The
other pre-tax charges of $7,998 related primarily to certain asset write-offs.
These charges were incurred in the Company's normal course of business, although
the amounts involved were higher than similar charges the Company had recorded
in prior years.  The provision for income taxes included $21,684 of tax benefits
resulting from these restructuring and other charges, net of an increase in the
valuation reserve related to certain foreign deferred tax assets and other
foreign tax charges totaling $5,595.

     The components of the combined 1997 Restructuring Charges and 1996
Restructuring Charges and an analysis of the amounts charged against the reserve
are outlined in the following table:

<TABLE>
                         1996    Charges During                 1997     Charges During
                       Original    Year Ended    Balance at  Additional    Year Ended    Balance at
                       Reserve      12/31/96      12/31/96    Reserves       12/31/97     12/31/97
                       --------  --------------  ----------  ----------  --------------  ----------
<S>                    <C>       <C>             <C>         <C>         <C>             <C>
Impairment of
 fixed assets......... $10,012      $ (1,789)      $ 8,223     $ 6,449      $ (6,530)     $ 8,142
Inventory and other
 asset impairments....  38,257       (25,875)       12,382      10,961       (14,966)       8,377
Termination costs.....   2,018        (1,633)          385      12,146        (9,729)       2,802
Idle facilities,
 relocation and
 other exit costs.....  23,913       (12,429)       11,484       6,863        (9,656)       8,691
                       -------      --------       -------     -------      --------      -------
                       $74,200      $(41,726)      $32,474     $36,419      $(40,881)     $28,012
                       -------      --------       -------     -------      --------      -------
                       -------      --------       -------     -------      --------      -------
</TABLE>

          The termination costs recognized in 1996 related to approximately 200
employees and the 1997 termination costs related to approximately 525 employees.
As of December 31, 1997, $11,362 of termination costs were paid on behalf of
the approximately 700 employees who were terminated as of that date.

                                     F-14
<PAGE>

                  THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                        (IN THOUSANDS, EXCEPT SHARE DATA)

     During 1995, the Company recognized an asset impairment charge of $12,289
related to its Brazilian operations.  The Brazilian operations had not
performed to the Company's expectations since acquisition of this business in
April of 1994, and in the fourth quarter of 1995, the Company initiated
actions to reduce the operating losses in Brazil.  These actions included
replacing management, increasing prices, downsizing the manufacturing
operations and reducing SG&A and other expenses.  Because of these actions,
the Company performed an impairment review and concluded recognition of an
asset impairment charge was appropriate.  The basis of the fair values used in
the computation of the charge were appraisals for property and equipment and
estimated discounted cash flows for goodwill.  The charge has been included in
the statement of operations under the caption "Asset Impairment Charge".

4.   INVENTORIES

     Inventories consisted of the following:

<TABLE>
                                                   December 31,
                                               --------------------
                                                 1997        1996
                                               --------    --------
<S>                                            <C>         <C>
          Raw material and supplies........... $ 59,406    $ 82,399
          Work-in-process.....................    7,813      12,878
          Finished goods......................  169,108     192,225
                                               --------    --------
                                               $236,327    $287,502
                                               --------    --------
                                               --------    --------
</TABLE>

5.   PROPERTY, PLANT AND EQUIPMENT, NET

     Property, plant and equipment, net consisted of the following:

<TABLE>
                                                    December 31,
                                               ---------------------
                                                  1997        1996
                                               ---------    --------
<S>                                            <C>          <C>
          Land and land improvements.......... $   7,700    $  8,772
          Buildings and building improvements.    79,101      78,760
          Machinery and equipment.............   192,650     194,714
          Construction-in-progress............    10,076      15,519
                                               ---------    --------
                                                 289,527     297,765
          Accumulated depreciation............  (114,033)    (98,583)
                                               ---------    --------
                                               $ 175,494    $199,182
                                               ---------    --------
                                               ---------    --------
</TABLE>

     Depreciation expense was $26,956, $25,770, and $19,142 for the years ended
December 31, 1997, 1996 and 1995, respectively.

                                     F-15

<PAGE>

                   THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)


6.   ACCRUED EXPENSES 

     Accrued expenses consisted of the following:

<TABLE>
                                                            December 31, 
                                                      ------------------------ 
                                                          1997         1996 
                                                      -----------   ---------- 
          <S>                                         <C>           <C>
          Compensation and related benefits.........  $   20,385    $   29,331
          Other.....................................      73,411        83,575
                                                      ----------    ---------- 
                                                      $   93,796    $  112,906
                                                      ----------    ---------- 
                                                      ----------    ---------- 
</TABLE>


7.   OTHER LIABILITIES 

     Other liabilities consisted of the following:

<TABLE>
                                                            December 31, 
                                                      ------------------------ 
                                                          1997         1996 
                                                      -----------   ---------- 
          <S>                                         <C>           <C>
          Pensions and other postretirement benefits. $   49,121    $   52,229 
          Other......................................     20,465        23,944 
                                                      ----------    ---------- 
                                                      $   69,586    $   76,173 
                                                      ----------    ---------- 
                                                      ----------    ---------- 
</TABLE>

8.   SHORT-TERM BORROWINGS 

     The Company maintained short-term bank lines of credit at December 31, 1997
and 1996 aggregating approximately $115,249, and $119,101, respectively, of
which approximately $64,207 and $33,935 were outstanding at December 31, 1997
and 1996, respectively.  The weighted average interest rate on amounts borrowed
under these short-term lines was approximately 2.7% and 2.4% at December 31,
1997 and 1996, respectively.

     Outstanding letters of credit aggregated approximately $37,208 and $32,897
at December 31, 1997 and 1996, respectively.


                                    F-16

<PAGE>

                   THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

9.   LONG-TERM DEBT

     Long-term debt consisted of the following:

<TABLE>
                                                   December 31, 
                                             ----------------------- 
                                               1997          1996  
                                             ----------   ----------
          <S>                                <C>          <C>
          7.26% Senior Notes due 2007 (a)... $  200,000   $  200,000
          7.10% Senior Notes due 2006 (b)...     85,000       85,000
          7.25% Senior Notes due 2008 (c)...     75,000       75,000
          Revolving credit facility (d).....     52,127      146,350
          Term loan (d).....................     64,894       73,478
          Other.............................        778        3,785
                                             ----------   ----------
                                                477,799      583,613
          Less current portion..............        523          747
                                             ----------   ----------
                                             $  477,276   $  582,866
                                             ----------   ----------
                                             ----------   ----------
</TABLE>

     (a)  On August 8, 1995, the Company completed a private placement
          issuance and sale of $200,000 aggregate principal amount of 7.26%
          Senior Notes due 2007 (the "2007 Notes").  Interest on the 2007
          Notes is payable semiannually, and the principal is payable in
          annual installments of $40,000 each commencing August 8, 2003,
          with a final installment payment of $40,000 due on August 8,
          2007.  If there is a default, the interest rate will be the
          greater of (i) 9.26% or (ii) 2.0% above the prime interest rate.

          The 2007 Notes are unsecured and are subject to various
          restrictive covenants including, without limitation, requirements
          for the maintenance of specified financial ratios and levels of
          consolidated net worth and certain other provisions limiting the
          incurrence of additional debt and sale and leaseback transactions
          under the terms of the note purchase agreement.

     (b)  On June 13, 1996, the Company completed a private placement
          issuance and sale of $85,000 aggregate principal amount of 7.10%
          Senior Notes due 2006 (the "2006 Notes"). Interest on the 2006
          Notes is payable semiannually, and the principal is payable in
          annual installments of $12,143 each commencing June 13, 2000,
          with a final installment payment of $12,143 due on June 13, 2006.
          If there is a default, the interest rate will be the greater of 
          (i) 9.10% or (ii) 2.0% above the prime interest rate.

          The 2006 Notes are unsecured and are subject to various
          restrictive covenants including, without limitation, requirements
          for the maintenance of specified financial ratios and levels of
          consolidated net worth and certain other provisions limiting the
          incurrence of additional debt and sale and leaseback transactions
          under the terms of the note purchase agreement.

     (c)  On June 13, 1996, the Company completed a private placement
          issuance and sale of $75,000 aggregate principal amount of 7.25%
          Senior Notes due 2008 (the "2008 Notes"). Interest on the 2008
          Notes is payable semiannually, and the principal is payable in
          annual installments of $15,000 each commencing June 13, 2004,
          with a final installment payment of $15,000 due on June 13, 2008.
          If there is a default, the interest rate will be the greater of 
          (i) 9.25% or (ii) 2.0% above the prime interest rate.

                                    F-17

<PAGE>

                   THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

          The 2008 Notes are unsecured and are subject to various
          restrictive covenants including, without limitation, requirements
          for the maintenance of specified financial ratios and levels of
          consolidated net worth and certain other provisions limiting the
          incurrence of additional debt and sale and leaseback transactions
          under the terms of the note purchase agreement.

     (d)  In April 1996, the Company amended its credit agreement to: a)
          provide a term loan of French Franc 385,125 ($64,894 at December
          31, 1997 exchange rates) (the "Term Loan"), b) provide a $275,000
          unsecured revolving credit facility line (the "Credit Facility"),
          c) allow for the Camping Gaz acquisition and d) extend the
          maturity of the credit agreement (as amended, the "Company Credit
          Agreement").  In connection with the Company recording the
          restructuring and other charges as discussed in Note 3 and lower
          than expected operating results, the Company further amended the
          Company Credit Agreement in October 1996 and again in March 1997.

          The Company Credit Agreement is available to the Company until
          April 30, 2001.  The outstanding loans under the Company Credit
          Agreement bear interest at either of the following rates, as
          selected by the Company from time to time: (i) the higher of the
          agent's base lending rate or the federal funds rate plus .50% or
          (ii) the London Inter-Bank Offered Rate ("LIBOR") plus a margin
          ranging from .25% to 2.125% based on the Company's financial
          performance.  If there is a default, the interest rate otherwise
          in effect will be increased by 2% per annum.  The Company Credit
          Agreement also bears an overall facility fee ranging from .15% to
          .375% based on the Company's financial performance.

          In addition, the Company Credit Agreement provides, subject to
          certain exceptions, for the net cash proceeds from disposition of
          assets other than in the ordinary course of business, to be used
          to prepay any outstanding Term Loan balances with any remaining
          excess net cash proceeds to be applied to outstanding borrowings
          under the Credit Facility with a corresponding reduction in the
          overall amount of the Credit Facility line.

          The Company Credit Agreement contains various restrictive
          covenants including, without limitation, requirements for the
          maintenance of specified financial ratios, levels of consolidated
          net worth and profits, and certain other provisions limiting the
          incurrence of additional debt, purchase or redemption of the
          Company's common stock, issuance of preferred stock of the
          Company, and also prohibits the Company from paying any dividends
          until on or after January 1, 1999 and limits the amount of
          dividends the Company may pay thereafter.  The Company Credit
          Agreement also contains an event of default upon a change of
          control of the Company (as defined in the Company Credit
          Agreement) and other customary events of default.  In addition,
          substantially all of the shares of the Company's common stock
          owned by Coleman Worldwide are pledged to secure indebtedness of
          Coleman Worldwide and of its parent, CLN Holdings Inc.  The
          indentures governing this indebtedness contain various covenants
          including a covenant placing certain limitations on  the
          Company's indebtedness.

     The aggregate scheduled amounts of long-term debt maturities in the years
1998 through 2002 are $523, $78, $12,207 $129,204, and $12,159, respectively.

                                    F-18

<PAGE>

                   THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

10. DERIVATIVE FINANCIAL INSTRUMENTS

     The Company periodically enters into a variety of foreign currency exchange
contracts to reduce its foreign currency exposure resulting primarily from firm
commitments, intercompany foreign sales transactions expected to occur within
the next twelve months, and intercompany accounts receivable and payable.

     At December 31, 1997 and December 31, 1996, the Company did not have any
outstanding foreign currency exchange contracts related to firm commitments.

     During the fourth quarter of 1995, the Company elected to adopt the
provisions of the Emerging Issues Task Force Issue No. 95-2, "Determination of
What Constitutes a Firm Commitment for Foreign Currency Transactions Not
Involving a Third Party" ("EITF 95-2") which narrowed the scope of intercompany
foreign currency commitments eligible to be hedged for financial reporting
purposes.  As a result of this change, the Company increased net income by
$3,796 in the fourth quarter of 1995.  Prior to the adoption of EITF 95-2, the
gains and losses associated with these contracts were accounted for under the
deferral method.  At December 31, 1997, the Company did not have any outstanding
foreign currency forward contracts related to intercompany foreign sales
transactions.  At December 31, 1996, the Company had forward exchange contracts
to sell $8,500 in Canadian dollars maturing on February 28, 1997, for which the
Company has recognized a net gain of $40 as a component of cost of sales.

     At December 31, 1997, the Company did not have any outstanding option
contracts.  At December 31, 1996, the Company had outstanding option contracts
for the sale of Japanese yen at fixed exchange rates totaling $20,038 for
specified periods of time which expired during 1997.  Net unrealized gains
deferred at December 31, 1996 were $653.

     With respect to intercompany accounts receivable and payable, at December
31, 1997, the Company had foreign currency forward contracts to sell $1,580 in
foreign currencies, which contracts matured in February 1998, and had deferred a
net gain of $128.  At December 31, 1996, the Company had foreign currency
forward contracts to sell $26,623 and to buy $3,898 in foreign currencies, which
contracts matured at various dates in 1997, and had deferred a net gain of $185.

     At December 31, 1997, $25,000 of the Company's outstanding long-term debt
was subject to an interest rate swap agreement and $25,000 of the Company's
outstanding long-term debt was subject to an interest rate cap. Under the
interest rate swap agreement, the Company pays the counterparty interest at a
fixed rate of 6.115%, and the counterparty pays the Company interest at a
variable rate equal to the three month LIBOR for a seven-year period commencing
January 2, 1996.  The agreement is with a major financial institution which is
expected to fully perform under the terms of the agreement, thereby mitigating
the credit risk from the transaction.  The interest rate cap agreement entitles
the Company to receive from a major financial institution the amount, if any, by
which the Company's interest payments on $25,000 of its variable rate debt
exceed 7.35%.  The $509 premium paid for this interest rate cap agreement is
included in other assets and was amortized to interest expense over the 
three-year term of the cap, which commenced January 3, 1995.

11.  INCOME TAXES

     The Company is included in the consolidated federal income tax return of
Mafco and certain state tax returns of Mafco or its affiliates.  For all periods
presented, federal and state income taxes are provided as if the Company filed
its own income tax returns.  The accompanying consolidated balance sheet
includes approximately 


                                    F-19

<PAGE>
                   THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

$14,860 and $21,661 of federal and state income taxes receivable from 
affiliates at December 31, 1997 and 1996, respectively. 

     For financial reporting purposes, (loss) earnings before income taxes,
minority interest and extraordinary item include the following components:
<TABLE>
                                                             Year Ended December 31,
                                                     ------------------------------------
                                                        1997         1996         1995 
                                                     ----------  -----------   ---------- 
     <S>                                             <C>         <C>           <C>
     (Loss) earnings before income taxes, minority
        interest and extraordinary item:
          Domestic.................................. $ (14,129)  $  (29,532)   $   78,980
          Foreign...................................     7,752      (20,769)      (14,434)
                                                     ----------  -----------   ---------- 
                                                     $  (6,377)  $  (50,301)   $   64,546
                                                     ----------  -----------   ---------- 
                                                     ----------  -----------   ---------- 
</TABLE>
     Significant components of the provision for income tax (benefit) expense
were as follow:
<TABLE>
                                                 Year Ended December 31,
                                           ------------------------------------
                                              1997          1996         1995 
                                           ----------    -----------     -----------
     <S>                                   <C>           <C>             <C>
     Current:
       Federal...........................  $  (11,045)   $      (709)    $   18,415
       State.............................          --           (334)         3,825
       Foreign...........................       1,485          3,454          3,853
                                           ----------    -----------     ---------- 
           Total current.................      (9,560)         2,411         26,093
                                           ----------    -----------     ---------- 
     Deferred:
       Federal...........................       7,851        (10,686)        (3,104)
       State.............................      (1,493)        (2,178)          (725)
       Foreign...........................      (2,025)          (474)         2,215
                                           ----------    -----------     ---------- 
           Total deferred................       4,333        (13,338)        (1,614)
                                           ----------    -----------     ---------- 
                                           $   (5,227)   $   (10,927)    $   24,479
                                           ----------    -----------     ---------- 
                                           ----------    -----------     ---------- 
</TABLE>
     The effective tax rate on (loss) earnings before income taxes, minority 
interest and extraordinary item varies from the current statutory federal 
income tax rate as follows:
<TABLE>
                                                Year Ended December 31, 
                                              --------------------------- 
                                               1997       1996       1995     
                                              -------    -------    ----- 
     <S>                                      <C>        <C>        <C>
     (Benefit) provision at statutory rate..  (35.0)%    (35.0)%    35.0%
     State taxes, net.......................  (15.2)      (4.6)      2.5
     Nondeductible amortization.............   37.1        5.0       2.9
     Foreign operations.....................  (66.4)       4.3      (0.1)
     Change in tax rates....................  (20.8)        --        --
     Valuation allowance....................   37.0        7.0        --
     Puerto Rico operations.................  (12.9)       0.4      (2.6) 
     Other, net.............................   (5.8)       1.2       0.2
                                              -------    -------    ----- 
     Effective tax rate (benefit) provision.  (82.0)%    (21.7)%    37.9%
                                              -------    -------    ----- 
                                              -------    -------    ----- 
</TABLE>

                                    F-20

<PAGE>

                   THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

     Deferred income taxes reflect the net tax effects of temporary 
differences between the carrying amounts of assets and liabilities for 
financial reporting purposes and the amounts used for income tax purposes.  
Significant components of the Company's deferred tax liabilities and assets 
are as follows:

<TABLE>
                                                              December 31, 
                                                        ------------------------ 
                                                           1997           1996  
                                                        ----------    ---------- 
     <S>                                                <C>           <C>
     Deferred tax assets:
       Postretirement benefits other than pensions..... $   12,964    $   12,370
       Reserves for self-insurance and warranty costs..      4,898         6,678
       Pension liabilities.............................      7,377         8,828
       Inventory.......................................      6,626         8,245
       Net operating loss carryforwards................     56,739        47,013
       Other, net......................................     12,728        24,026
                                                        ----------    ---------- 
          Total deferred tax assets....................    101,332       107,160
       Valuation allowance.............................    (39,990)      (39,639)
                                                        ----------    ---------- 
              Net deferred tax assets..................     61,342        67,521
                                                        ----------    ---------- 
                                                        ----------    ---------- 
     Deferred tax liabilities:
       Depreciation....................................     19,872        18,248
       Other, net......................................     10,676         7,675
                                                        ----------    ---------- 
           Total deferred tax liabilities..............     30,548        25,923
                                                        ----------    ---------- 
              Net deferred tax assets.................. $   30,794    $   41,598
                                                        ----------    ---------- 
                                                        ----------    ---------- 
</TABLE>


     The deferred tax account balance at December 31, 1997 differs from the
account balance at December 31, 1996 due primarily to the 1997 deferred tax
provision, the tax effects of the foreign exchange gain recorded as a component
of stockholder's equity, the tax effects of adjustments related to the
finalization of the purchase accounting related to the acquisition of Camping
Gaz, and the deferred tax asset recorded related to the acquisition in 1997 of
inactive companies which were recorded as a capital contribution (see Note 12).

     During 1997, the Company increased the valuation allowance related to
certain foreign deferred tax assets due to uncertainties over realization.  At
December 31, 1997, the Company had net operating loss carryforwards ("NOL's") of
approximately $107,229 for certain foreign income tax purposes.  These NOL's
expire beginning in 1998.
 
      The Company has not provided for taxes on undistributed foreign earnings
of approximately $20,860 at December 31, 1997, as the Company intends to
permanently reinvest these earnings in the future growth of the business. 
Determination of the amount of unrecognized deferred U.S. income tax liability
is not practicable because of the complexities associated with its hypothetical
calculation.

12.  RELATED PARTY TRANSACTIONS 

     CAPITAL CONTRIBUTIONS:

          As of March 31, 1997, the Company purchased an inactive subsidiary
from an affiliate for net cash consideration of $1,031, including transaction
costs.  The Company expects to realize certain foreign tax benefits 

                                    F-21

<PAGE>

                   THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

from this transaction in future years.  Under certain circumstances, a 
portion of these tax benefits will be payable to the affiliate to the extent 
such tax benefits are realized by the Company.  During the fourth quarter of 
1997, the Company purchased an inactive subsidiary from an affiliate in a 
transaction in which the Company expects to realize certain foreign tax 
benefits in future years and for which the Company agreed to pay 50% of those 
realized benefits to the affiliate. The Company has recorded a liability to 
the affiliate in the amount of $219 which represents 50% of the estimated 
amount of future tax benefits.   The Company has accounted for these 
transactions in a manner similar to a pooling-of-interests due to the Mafco 
Holdings Inc. common control over each of the parties involved in the 
transactions.  The $2,799 excess value of estimated realizable tax benefits 
acquired over the total acquisition costs have been accounted for as a 
capital contribution.

     INSURANCE PROGRAMS:

          The Company participates in certain of Holdings' insurance programs,
including health and life insurance, workers compensation, and liability
insurance.  The Company's expense represents its expected costs for self-insured
retentions and premiums for excess coverage insurance.  The expense was $13,339,
$13,923 and $9,875 for the years ended December 31, 1997, 1996 and 1995,
respectively.  

     SERVICES AGREEMENT:

          From time to time, Coleman purchases, at negotiated rates, specialized
accounting and other services provided by an affiliate.  Coleman also provides,
at negotiated rates, services to an affiliate.  The net expense for such
services was $394 during 1997 and was immaterial in prior years.

     MANAGEMENT AGREEMENT:

          The Company provided management services to certain affiliates
pursuant to a management agreement through June 30, 1995.  The consolidated
financial statements reflect the management fees as a reduction in selling,
general and administration expenses.  For the year ended December 31, 1995,
management fees earned by the Company were $2,400.

     LICENSING AGREEMENT:

          During 1997, the Company engaged an affiliate of MacAndrews & Forbes
to provide licensing services. The Company recorded expenses of $650 related to
these services in 1997.

     OTHER:

          In 1996, the Company entered into an agreement with an affiliate in
which the Company realized approximately $1,800 of net tax benefits associated
with certain foreign tax net operating loss carryforwards that had not
previously been recognized.

          The Company purchases and sells products from and to certain
affiliates.  These amounts are not, in the aggregate, material. 

          The Company subleases six thousand square feet of office space in New
York City from an affiliate pursuant to a month-to-month occupancy memorandum
(the "Lease") entered into during 1997.  The rent paid by the Company during the
year ended December 31, 1997 pursuant to the Lease was $158.

                                    F-22
<PAGE>

                  THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     (IN THOUSANDS, EXCEPT SHARE DATA)

          During 1997, Coleman used an airplane owned by a corporation of 
which a director of Coleman is a stockholder, for which Coleman paid 
approximately $158.

13.  EMPLOYEE BENEFIT PLANS 

     PENSION PLANS:

          Holdings maintains pension and other retirement plans in various 
forms covering employees of the Company who meet eligibility requirements.  
The U.S. salaried retirement plan is a non-contributory defined benefit plan 
and provides benefits based on a formula of each participant's final average 
pay and years of service. The U.S. hourly pension plan is a non-contributory 
defined benefit plan and contains a flat benefit formula.  The salaried and 
hourly plans provide reduced benefits for early retirement and the salaried 
plan takes into account offsets for Social Security benefits.  The Company's 
policy is to contribute annually the minimum amount required pursuant to the 
Employee Retirement Income Security Act, as amended.  Under certain 
circumstances, the Company may make additional contributions to the pension 
plans up to the maximum deductible amounts for income tax purposes.

          Holdings also has an unfunded excess benefit plan covering certain 
of the Company's U.S. employees whose benefits under the plans described 
above are limited by provisions of the Internal Revenue Code.  The following 
table reconciles the funded status of the pension plans with the amount 
recognized in the Company's consolidated balance sheets as of the dates 
indicated:

<TABLE>
                                                                         December 31,
                                                                     -------------------
                                                                       1997       1996  
                                                                     --------   --------
<S>                                                                  <C>        <C>
          Actuarial present value of benefit obligation:
            Accumulated benefit obligation, including vested
              benefits of $24,296 and $18,686......................  $(27,843)  $(21,933)
                                                                     --------   --------
                                                                     --------   --------
          Projected benefit obligation for service
              rendered to date.....................................  $(43,246)  $(37,092)
          Plan assets at fair value................................    23,102     16,197
                                                                     --------   --------
          Projected benefit obligation in excess of plan assets....   (20,144)   (20,895)
          Unrecognized prior service cost..........................       130         50
          Unrecognized net loss....................................     6,259      7,999
                                                                     --------   --------
          Accrued pension cost.....................................   (13,755)   (12,846)
          Amount reflected as an intangible asset..................      (143)      (288)
          Amount reflected as minimum pension liability adjustment.    (1,526)      (470)
                                                                     --------   --------
          Amount reflected as pension liability....................  $(15,424)  $(13,604)
                                                                     --------   --------
                                                                     --------   --------
</TABLE>

          The weighted-average discount rate used in determining the 
actuarial present value of the projected benefit obligation was 7.5% as of 
December 31, 1997 and 1996.  The rate of increase in future compensation 
levels reflected in such determination was 5% as of December 31, 1997 and 
1996.  The expected long-term rate of return on assets was 9% as of December 
31, 1997, 1996 and 1995.  Plan assets consist primarily of common stock, 
mutual funds and fixed income securities stated at fair market value, and 
cash equivalents stated at cost, which approximates fair market value.  
Unrecognized items are being recognized over the estimated remaining service 
lives of active employees. 

                                      F-23
<PAGE>

                  THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     (IN THOUSANDS, EXCEPT SHARE DATA)

          Net pension expense includes the following components:

<TABLE>
                                                      Year Ended December 31,
                                                  ------------------------------
                                                   1997        1996        1995
                                                  ------     -------     -------
<S>                                               <C>        <C>         <C>
          Service cost-benefits attributed to
            service during the year.............. $3,081     $ 3,098     $ 2,125
          Interest cost on projected
            benefit obligation...................  2,813       2,442       2,004
          Curtailment loss.......................    972          --          --  
          Actual return on plan assets........... (2,908)     (1,490)     (1,347)
          Net amortization and deferrals.........  1,537         844         834
                                                  ------     -------     -------
            Net pension expense.................. $5,495     $ 4,894     $ 3,616
                                                  ------     -------     -------
                                                  ------     -------     -------
</TABLE>

          Net pension expense for the year ended December 31, 1997 includes 
$972 of curtailment loss associated with certain executive officer changes 
during the year.

     SAVINGS PLAN: 

          Holdings maintains an employee savings plan under Section 401(k) of 
the Internal Revenue Code.  This plan covers substantially all of the 
Company's full-time U.S. employees and allows employees to contribute up to 
10% of their salary to the plan.  The Company matches, at a 34% rate, 
employee contributions of up to 6% of their salary.  Amounts charged to 
expense for matching contributions were $1,401, $1,314, and $1,165 for the 
years ended December 31, 1997, 1996 and 1995, respectively. 

     RETIREE HEALTH CARE AND LIFE INSURANCE: 

          The Company, through Holdings, provides certain unfunded health and 
life insurance benefits for certain retired employees.  Approximately 55% of 
the Company's U.S. employees may become eligible for these benefits if they 
reach retirement age while working for the Company. 

          The following table reconciles the funded status of the Company's 
allocable portion of Holdings' postretirement benefit plans with the amount 
recognized in the Company's consolidated balance sheets as of the dates 
indicated:

<TABLE>
                                                                     December 31,
                                                                 --------------------
                                                                   1997        1996   
                                                                 --------    --------
<S>                                                              <C>         <C>
          Accumulated postretirement benefit obligation:
            Retirees............................................ $ (6,852)   $ (6,682)
            Fully eligible active plan participants.............   (3,308)     (3,015)
            Other active plan participants......................  (10,322)    (10,664)
                                                                 --------    --------
          Total accumulated postretirement benefit obligation...  (20,482)    (20,361)
          Unrecognized transition benefit.......................   (3,707)     (3,973)
          Unrecognized prior service cost.......................     (404)       (492)
          Unrecognized net gain.................................   (2,415)       (976)
                                                                 --------    --------
          Net postretirement benefit liability.................. $(27,008)   $(25,802)
                                                                 --------    --------
                                                                 --------    --------
</TABLE>

                                      F-24
<PAGE>

                  THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     (IN THOUSANDS, EXCEPT SHARE DATA)

          Net periodic postretirement benefit expense includes the following 
components:

<TABLE>
                                                           Year Ended December 31,
                                                          -------------------------
                                                           1997     1996      1995  
                                                          ------   ------    ------
<S>                                                       <C>      <C>       <C>
          Service cost-benefits attributed to service
            during the year.............................. $  927   $1,044    $  756
          Interest cost on accumulated postretirement
            benefit obligation...........................  1,453    1,454     1,352
          Amortization of transition benefit
            and other net gains..........................   (358)    (354)     (455)
                                                          ------   ------    ------
          Net periodic postretirement benefit expense.... $2,022   $2,144    $1,653
                                                          ------   ------    ------
                                                          ------   ------    ------
</TABLE>

          The discount rate used in determining the accumulated 
postretirement benefit obligation ("APBO") was 7.5% as of December 31, 1997 
and 1996.  At December 31, 1997, the assumed health care cost trend rate used 
in measuring the APBO was 7.5% starting in 1998 then gradually decreasing to 
5% by the year 2003 and remaining at that level thereafter.  The health care 
cost trend rate assumption has a significant effect on the amount of the 
obligation and periodic benefit expense reported.  An increase in the assumed 
health care cost trend rates by 1% in each year would increase the APBO as of 
December 31, 1997 by approximately 19% and the service and interest cost 
components of net periodic postretirement benefit expense by approximately 
22%. 

     STOCK OPTION PLANS:

          The Company adopted The Coleman Company, Inc. 1992 Stock Option 
Plan (the "1992 Stock Option Plan") in 1992.  During 1993, the shareholders 
approved the 1993 Stock Option Plan (the "1993 Stock Option Plan") and during 
1996, the shareholders approved The Coleman Company, Inc. 1996 Stock Option 
Plan (the "1996 Stock Option Plan").  Under the terms of the 1992 Stock 
Option Plan, the 1993 Stock Option Plan and the 1996 Stock Option Plan 
(collectively the "Stock Option Plans"), incentive stock options ("ISOs"), 
non-qualified stock options ("NQSOs") and stock appreciation rights may be 
granted to key employees of the Company and any of its affiliates from time 
to time.  Stock options have been granted under the Stock Option Plans with 
vesting terms and maximum terms of approximately five years and ten years, 
respectively.  The aggregate number of shares of common stock as to which 
options and rights may be granted under the Stock Option Plans may not exceed 
4,700,000.

                                      F-25
<PAGE>
                  THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     (IN THOUSANDS, EXCEPT SHARE DATA)

          The following table summarizes the stock option transactions under 
the Stock Option Plans:
<TABLE>
                                         1997                        1996                          1995
                             ---------------------------  ---------------------------   ---------------------------
                                            Weighted-                     Weighted-                     Weighted-
                                             Average                       Average                       Average
                               Options    Exercise Price   Options     Exercise Price    Options     Exercise Price
                             -----------  --------------  ---------    --------------   ----------   --------------
<S>                          <C>          <C>             <C>          <C>              <C>          <C>
Outstanding - January 1,       3,017,630      $15.84      2,572,930         $15.25       2,310,888        $14.03
  Granted:
    at market price.........   2,081,000       14.77        294,000          19.73         637,000         17.89
    above market price......      75,000       15.00        381,000          15.00                -            -  
  Exercised.................    (220,750)      11.42       (154,890)         12.17        (325,748)        12.09
  Forfeited.................  (1,605,330)      16.49        (75,410)         14.19         (49,210)        13.14
                             -----------                  ---------                     ----------

Outstanding - December 31,..   3,347,550       15.14      3,017,630          15.84       2,572,930         15.25
                             -----------                  ---------                     ----------
                             -----------                  ---------                     ----------

Exercisable - December 31,..     927,000       14.02        513,440          13.25         413,526         12.84
                             -----------                  ---------                     ----------
                             -----------                  ---------                     ----------
Weighted-average fair value
  of options granted during
  the year:
    at market price......... $      7.43                  $    6.62                     $     7.13
                             -----------                  ---------                     ----------
                             -----------                  ---------                     ----------
    above market price...... $      5.28                  $    3.21                     $       --
                             -----------                  ---------                     ----------
                             -----------                  ---------                     ----------
</TABLE>
          The following table summarizes information concerning currently 
outstanding and exercisable options at December 31, 1997:
<TABLE>
                   Options Outstanding                                Options Exercisable
--------------------------------------------------------------   -----------------------------
    Range                   Weighted-Average
 of Exercise     Number       Remaining       Weighted-Average     Number     Weighted-Average
   Prices      Outstanding  Contractual Life   Exercise Price    Exercisable   Exercise Price
-------------  -----------  ----------------  ----------------   -----------  ----------------
<S>            <C>          <C>               <C>                <C>          <C>
$12.25-$13.82     543,030      5.26 years           $12.96         425,230         $12.79
$13.83-$14.00     878,500      9.29                  14.00         181,250          14.00
$14.01-$16.12     806,520      6.66                  15.38         226,020          15.24
$16.13-$20.38   1,119,500      9.20                  16.92          94,500          16.67
                ---------                                          -------

$12.25-$20.38   3,347,550      7.97                  15.14         927,000          14.02
                ---------                                          -------
                ---------                                          -------
</TABLE>
          As described in Note 1, the Company follows APB Opinion No. 25 in 
accounting for stock compensation arrangements.  Pro forma financial 
information regarding net income and earnings per share has been determined 
as if the Company had accounted for its employee stock options under the fair 
value method of SFAS No. 123. The fair value of ISOs and NQSOs granted during 
1997, 1996 and 1995 were estimated at the date of grant using the 
Black-Scholes option pricing model with the following weighted-average 
assumptions:  risk-free interest rates of 6.53%, 6.11% and 5.91% for 1997, 
1996 and 1995, respectively, dividend yield of 0.0%, volatility of the 
expected market price of the Company's common stock of 31.3%, 20.2% and 30.8% 
for 1997, 1996 and 1995, respectively, and a weighted-average expected life 
of the option of 7.7, 5.5 and 5.5 years for 1997, 1996 and 1995, respectively.

                                      F-26
<PAGE>

                  THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENT (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)


          SFAS No. 123 requires the use of option valuation models, one of which
is the Black-Scholes model, that were not developed for use valuing ISOs or
NQSOs.  Further, these option valuation models require the input of highly
subjective assumptions, including the expected stock price volatility.  In
management's opinion, based on the above, the existing models do not necessarily
provide a reliable single measure of the fair value of its ISOs or NQSOs.

          The following summarized, unaudited pro forma results of operations
assume the estimated fair value of the ISOs and NQSOs granted during the years
ended December 31, 1997, 1996 and 1995 is amortized to expense over the ISOs'
and NQSOs' vesting period.  SFAS No. 123 does not require disclosure of the
effect of any grants of stock based compensation prior to 1995 and, therefore,
the pro forma effect of SFAS No. 123 on net earnings is not representative of
the pro forma effect on net earnings in future years.

<TABLE>
                                                     Year Ended December 31,
                                                 ------------------------------
                                                   1997        1996      1995
                                                 --------   ---------   -------
          <S>                                    <C>        <C>         <C>

          Pro forma net (loss) earnings......... $(6,069)   $(42,760)   $39,009
          Pro forma basic net (loss) earnings
            per common share....................   (0.11)      (0.80)      0.73
          Pro forma diluted net (loss) earnings
            per common share....................   (0.11)      (0.80)      0.73
</TABLE>

14.  COMMITMENTS AND CONTINGENCIES

     LEASES:

          The Company leases manufacturing, administrative and sales facilities
and various types of equipment under operating lease agreements expiring through
2007.  Rental expense was $15,620, $14,164, and $11,526 for the years ended
December 31, 1997, 1996 and 1995, respectively.  Minimum rental commitments
under all noncancellable operating leases with remaining lease terms in excess
of one year from December 31, 1997, aggregated $31,506; such commitments for
each of the five years subsequent to December 31, 1997 are $7,571, $6,683,
$4,622, $2,848, and $3,560, respectively, and $6,222 thereafter.

          The Company leases its former corporate office building in Denver,
Colorado under agreements which give the Company the right, subject to certain
qualifications, to renew or terminate the lease, or purchase the property.  Upon
termination, the Company has guaranteed the lessor certain residual values.

     ENVIRONMENTAL MATTERS:

          GILBERT AND MOSLEY SITE.  As a result of investigations undertaken in
1986, the Kansas Department of Health and Environment ("KDHE") discovered that
groundwater in the downtown Wichita area (the "Gilbert and Mosley Site") was
contaminated with volatile organic chemicals ("VOCs").  Coleman occupied a
facility within the boundaries of the Gilbert and Mosley Site.  Subsequent
investigations in the area, including investigations in November 1988 by
Coleman, indicated the groundwater beneath the Coleman property is contaminated
with VOCs.  Coleman is in the process of remediating the contamination on its
property. 

          The City of Wichita has entered into a voluntary agreement with KDHE
in which the City agreed to investigate and then remediate contamination in the
Gilbert and Mosley Site.  Coleman has entered into an 


                                       F-27

<PAGE>

                  THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENT (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)


agreement with KDHE in which Coleman agreed to perform a similar study for 
the Coleman property and to implement remedial activities at its property.  
In addition, Coleman entered into an agreement with the City of Wichita in 
which Coleman agreed to fund its proportionate share of the City's study and 
remediation of the Gilbert and Mosley site.

          MAIZE SITE.  Coleman has undertaken a soil and groundwater
investigation at its facility in Maize, Kansas (the "Maize Site").  Results
indicate that limited VOC contamination is present in the groundwater under and
to the southeast of the facility.  The data has been reported to the KDHE, and
Coleman has entered into an agreement with KDHE to implement appropriate
remedial actions.  The remediation system has been installed, and Coleman is in
the process of remediating the contaminated groundwater.

          NORTHEAST SITE.  In 1990, Coleman undertook a soil and groundwater
investigation of its facility in northeast Wichita (the "Northeast Site"). 
Results indicated the presence of VOCs in the groundwater and soils. Although
some of the contamination may be a result of Coleman's operations at the
facility, the data also indicated that contamination was migrating onto the
Coleman property from up gradient sources.  Coleman reported the initial results
of its study to KDHE.  Coleman has also provided copies of all data to the
United States Environmental Protection Agency (the "EPA"), at its request.  The
EPA has not initiated any actions against the Company with respect to the
Northeast Site.  An agreement has been entered into with KDHE to undertake
additional investigatory activities, and an interim remediation system has been
installed.

          The Company has not been named as a potentially responsible party
("PRP") by the EPA nor does it have joint and several liability with any other
PRP for remediation at any of the above sites.

          The Company has adopted an environmental policy designed to ensure the
Company operates in full compliance with applicable environmental regulations
and, where appropriate, the Company's own internal standards.  Coleman has also
undertaken an environmental compliance audit program.  The Company makes
expenditures it believes are necessary to comply with environmental management
practices.  Environmental expenditures that relate to current operations are
expensed or capitalized as appropriate and were not significant in 1997 and are
not expected to be significant in the foreseeable future.  The Company accrues
for losses associated with environmental remediation obligations when such
losses are probable and reasonably estimable. Accruals for estimated losses from
environmental remediation obligations generally are recognized no later than
completion of the remedial feasibility study.  Such accruals are adjusted as
further information develops or circumstances change.  Costs of future
expenditures for environmental remediation obligations are not discounted to
their present value.  Recoveries of environmental remediation costs from other
parties are recognized as assets when their receipt is deemed probable.

          While it is possible the Company reserves may change in the near term,
the Company believes the reserves established for environmental matters are
adequate.  This belief is based on results of environmental investigations of
the groundwater and soils at the manufacturing facilities operated by Coleman
conducted by independent consultants specializing in environmental
investigations and remediation and estimates provided by such independent
consultants, together with estimates provided by Coleman's environmental
engineering staff.

     OTHER:

          The Company and Holdings are involved in various claims and legal
actions arising in the ordinary course of business.  The Company believes the
ultimate disposition of these matters is not expected to have a material adverse
effect on the Company's consolidated financial condition or results of
operations.  The Company has 


                                       F-28

<PAGE>

                  THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENT (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)


entered into a cross-indemnification agreement with Holdings pursuant to 
which it will indemnify Holdings against all liabilities related to 
businesses transferred to the Company by Holdings, and Holdings will 
indemnify the Company against all liabilities of Holdings other than 
liabilities related to the businesses transferred to the Company.

          The Company is  party to a license agreement which requires payments
of minimum guaranteed royalties aggregating to $11,778 at December 31, 1997;
such commitments for each of the five years remaining under the agreement
subsequent to December 31, 1997 are $1,040, $1,745, $2,434, $3,010, and $3,549,
respectively.

15.  SIGNIFICANT CUSTOMERS 

     The Company's U.S. and Canadian operations have one significant customer
which accounted for approximately 13%, 15%, and 19% of net revenues in the years
ended December 31, 1997, 1996 and 1995, respectively.

16.  CASH FLOW REPORTING

     The Company uses the indirect method to report cash flows from operating
activities. Interest paid was $42,217, $37,608, and $23,976 and net income taxes
(refunded) paid were $(16,138), $7,041, and $12,246 for the years ended December
31, 1997, 1996 and 1995, respectively.  Certain non-cash transactions relating
to acquisitions and the issuance of long-term debt have been reported in Notes 2
and 9.

17.  PREFERRED STOCK

     The Company has authorized 20,000,000 shares of preferred stock, par value
$0.01 per share. The Company's Certificate of Incorporation authorizes the Board
of Directors to provide for the issuance of a series of preferred stock, to
establish the number of shares of each such series and to fix the designation,
powers, preferences and rights of the shares of each such series and any
qualifications, limitations or restrictions thereof.

18.  GEOGRAPHIC SEGMENTS 

     The Company designs, manufactures and markets a wide variety of multiuse
products and accessories, which are primarily marketed through independent
retail markets, for the outdoor recreation and hardware consumers. The Company
is a leading manufacturer and marketer of brand name consumer products for the
camping and related outdoor recreation markets in the United States, Canada,
Europe, and Japan.
     
     Operating profit, as indicated below, represents net revenues less
operating expenses and amortization of goodwill.  Generally, sales between
geographic areas are made at cost plus a share of operating profit. Identifiable
assets are those used by each geographic segment.  Corporate assets are
principally cash, certain property and equipment, income tax refunds receivable
- affiliate, and deferred charges.


                                       F-29

<PAGE>

                  THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENT (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

     Information related to the Company's geographic segments is as follows:

<TABLE>
                                                         Year Ended December 31,
                                                   ----------------------------------
                                                       1997         1996       1995
                                                   ----------   ----------   --------
<S>                                                <C>          <C>          <C>
Net revenues:
  Domestic - U.S.................................. $  855,365   $  916,260   $716,018
           - Export...............................     78,120       91,125     90,434
  Europe..........................................    217,863      168,780     52,233
  Other foreign...................................    167,119      219,350    169,836
  Eliminations....................................   (164,173)    (175,299)   (94,947)
                                                   ----------   ----------   --------
                                                   $1,154,294   $1,220,216   $933,574
                                                   ----------   ----------   --------
                                                   ----------   ----------   --------
Operating profit:
  Domestic (a).................................... $   34,754   $   19,915   $120,915
  Europe (b)......................................      1,299      (17,505)    (3,241)
  Other foreign (c)...............................     26,384        4,027    (10,540)
                                                   ----------   ----------   --------
                                                       62,437        6,437    107,134
  Corporate expenses (d)..........................    (27,962)     (18,011)   (18,043)
  Interest expense................................    (40,852)     (38,727)   (24,545)
                                                   ----------   ----------   --------
(Loss) earnings before income taxes, minority
 interest and extraordinary item.................. $   (6,377)  $  (50,301)  $ 64,546
                                                   ----------   ----------   --------
                                                   ----------   ----------   --------
Identifiable assets:
  Domestic........................................ $  681,325   $  782,373   $696,681
  Europe..........................................    216,816      247,412     70,478
  Other foreign...................................     91,192       83,033     59,107
  Corporate.......................................     52,431       47,268     18,221
                                                   ----------   ----------   --------
                                                   $1,041,764   $1,160,086   $844,487
                                                   ----------   ----------   --------
                                                   ----------   ----------   --------
</TABLE>
---------------
(a)  Includes restructuring and other charges of $21,025 in 1997 and $49,257 
     in 1996.
(b)  Includes restructuring and other charges of $114 in 1997 and $20,002
     in 1996.
(c)  Includes restructuring and other charges of $4,151 in 1997 and $4,941
     in 1996; and $12,289 of asset impairment charges in 1995.
(d)  Includes restructuring and other charges of $11,129 in 1997.


                                       F-30

<PAGE>

                  THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENT (CONTINUED)
                       (IN THOUSANDS, EXCEPT SHARE DATA)


19.  QUARTERLY FINANCIAL SUMMARIES (UNAUDITED) 

     Summarized quarterly financial data for 1997 and 1996 are as follow:

<TABLE>
                                                        Quarter Ended
                                     ---------------------------------------------------
                                     March 31,    June 30,   September 30,  December 31,
                                     ---------    --------   -------------  ------------
<S>                                  <C>          <C>        <C>            <C>
1997
----
Net revenues........................ $295,464     $383,514     $252,434       $222,882
Gross profit (a)....................   81,042      101,913       69,867         61,141
Net earnings (loss) (a).............      699       10,119       (8,077)        (5,277)
Basic earnings (loss) per share..... $   0.01     $   0.19     $  (0.15)      $  (0.10)

1996
----
Net revenues........................ $273,560     $452,654     $269,607        $224,395
Gross profit (a)....................   80,966      137,538       39,894          33,321
Earnings (loss) before
 extraordinary item (a).............   15,039       28,046      (48,458)        (35,873)
Net earnings (loss) (a).............   15,039       27,399      (48,458)        (35,873)
Basic earnings (loss) per share:
  Earnings (loss) before
   extraordinary item............... $   0.28     $   0.53     $  (0.91)       $  (0.67)
  Net earnings (loss)...............     0.28         0.52        (0.91)          (0.67)

--------------
(a)  Includes restructuring and other charges (credits) as follows:
     1997
     ----
     Gross profit................... $   (425)    $ 11,402     $  9,010        $   (314)
     Net earnings...................    2,435       11,547        9,433            (914)

     1996
     ----
     Gross profit..................        --           --       33,567          10,438
     Earnings before
      extraordinary item...........        --           --       44,495           8,021
     Net earnings..................        --           --       44,495           8,021
</TABLE>

20.  SUBSEQUENT EVENT (UNAUDITED)

          On February 27, 1998, CLN Holdings and Coleman (Parent) Holdings Inc.,
the parent company of CLN Holdings, entered into an Agreement and Plan of Merger
(the "CLN Holdings Merger Agreement") with Sunbeam Corporation ("Sunbeam") and a
wholly-owned subsidiary of Sunbeam ("Laser Merger Sub").  The CLN Holdings
Merger Agreement provides that, among other things, Laser Merger Sub will be
merged (the "CLN Holdings Merger") with CLN Holdings.  Pursuant to the CLN
Holdings Merger Agreement, the shares of CLN Holdings' common stock issued and
outstanding immediately prior to the effective time of the CLN Holdings Merger
will be converted into the right to receive in the aggregate 14,099,749 shares
of Sunbeam's common stock and  $159,957 in cash, without interest.  In addition,
the outstanding debt of CLN Holdings will remain an obligation of CLN Holdings
following the CLN Holdings Merger.


                                       F-31

<PAGE>

                      THE COLEMAN COMPANY, INC. AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONCLUDED)
                          (IN THOUSANDS, EXCEPT SHARE DATA)

     Coincident with the execution of the CLN Holdings Merger Agreement, the 
Company, Sunbeam and a wholly-owned subsidiary of Sunbeam ("Merger Sub"), 
entered into an Agreement and Plan of Merger (the "Coleman Merger Agreement" 
and with the CLN Holdings Merger Agreement, collectively the "Merger 
Agreements"), providing that, among other things, Merger Sub will be merged 
(the "Coleman Merger") with the Company.  Pursuant to the Coleman Merger 
Agreement, each share of the Company's common stock issued and outstanding 
immediately prior to the effective time of the Coleman Merger (other than 
shares held by Coleman Worldwide and dissenting shares, if any) will be 
converted into the right to receive (a) 0.5677 of a share of Sunbeam common 
stock, with cash paid in lieu of fractional shares, and (b) $6.44 in cash, 
without interest.

     Following consummation of the CLN Holdings Merger, CLN Holdings will
be a direct wholly-owned subsidiary of Sunbeam.  Following consummation of the
Coleman Merger, the Company will be an indirect wholly-owned subsidiary of
Sunbeam.

     The CLN Holdings Merger is subject to the expiration of antitrust
waiting periods and certain other customary conditions.  The Coleman Merger
Agreement is subject to consummation of the CLN Holdings Merger.  These
transactions will constitute a change in control as defined in the Company
Credit Agreement.  Per the terms of the Merger Agreements, certain arrangements
with related parties may be altered or terminated.  In addition, outstanding,
unvested Company stock options immediately vest upon consummation of the CLN
Holdings Merger.















                                      F-32